Form 8-K

8-K — PROVIDENT FINANCIAL SERVICES INC

Accession: 0001552781-26-000462

Filed: 2026-08-24

Period: 2026-08-20

CIK: 0001178970

SIC: 6035 (SAVINGS INSTITUTION, FEDERALLY CHARTERED)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — e26361_pfs-8k.htm (Primary)

EX-1.1 (e26361_ex1-1.htm)

EX-4.2 (e26361_ex4-2.htm)

EX-5.1 (e26361_ex5-1.htm)

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UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to

Section 13 or 15(d)

of the Securities

Exchange Act of 1934

Date of Report

(Date of earliest event reported): August 24, 2026 (August 20, 2026)

PROVIDENT

FINANCIAL SERVICES, INC.

(Exact Name of

Registrant as Specified in its Charter)

Delaware

001-31566

42-1547151

(State

or Other Jurisdiction of Incorporation)

(Commission

File Number)

(I.R.S.

Employer Identification Number)

239

Washington Street, Jersey City, New Jersey

07302

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code 732-590-9200

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

PFS

New

York Stock Exchange

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

☐

Written

communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR

230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging

growth company ☐

If an

emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

6.50% Fixed-to-Floating Rate

Subordinated Notes due 2036

On August 24, 2026, Provident Financial

Services, Inc., a Delaware corporation (“we”, “us” or the “Company”), completed its previously

announced underwritten public offering (the “Offering”) of $175,000,000 aggregate principal amount of its 6.50% Fixed-to-Floating

Rate Subordinated Notes due 2036 (the “Notes”). The Notes were sold pursuant to the Company’s registration statement

on Form S-3ASR (File No. 333-275213) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission

(the “SEC”) on October 30, 2023, and were offered to the public pursuant to the prospectus supplement, dated August

20, 2026, supplementing the prospectus, dated October 30, 2023, which is contained in and forms part of the Registration Statement.

The Company intends to use the net

proceeds from the Offering to repay $150 million aggregate principal amount of its outstanding 2.875% Fixed-to-Floating Rate Subordinated

Notes due 2031 and $20 million aggregate principal amount of its variable rate Junior Subordinated Notes due 2033, and for general

corporate purposes.

In connection with the Offering,

the Company entered into an underwriting agreement, dated August 20, 2026 (the “Underwriting Agreement”) with Piper

Sandler & Co. and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters listed therein. The Underwriting

Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, obligations

of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

Indenture

The Notes were issued pursuant to

a Subordinated Indenture, dated May 13, 2024 (the “Base Indenture”), by and between the Company and Wilmington Trust,

National Association, as trustee (in such capacity, the “Trustee”), as supplemented by a Second Supplemental Indenture

thereto, dated as of August 24, 2026 (the Second Supplemental Indenture”), by and between the Company and the Trustee. The

Notes are subordinated, unsecured obligations of the Company and: (i) rank junior to the Company’s existing and future senior

indebtedness, (ii) rank equal to the Company’s existing and future unsecured subordinated debt, (iii) rank senior to the

Company’s existing and future junior subordinated debt, (iv) are effectively subordinated to the Company’s future

secured indebtedness to the extent of the value of the collateral securing such indebtedness and (v) are structurally subordinated

to the existing and future indebtedness, liabilities and other obligations, including deposit liabilities, of the Company’s

subsidiaries, including Provident Bank.

The Notes will bear interest from

and including August 24, 2026 to, but excluding, September 1, 2031 at a fixed rate of 6.50% per annum, payable semi-annually in

arrears on March 1 and September 1 of each year, commencing on March 1, 2027. From and including September 1, 2031 to, but excluding,

September 1, 2036 (unless redeemed prior to such date), the Notes will bear interest at a floating rate per annum equal to a benchmark

rate (reset quarterly) (which is expected to be Three-Month Term SOFR) plus 239 basis points, payable quarterly in arrears on

March 1, June 1, September 1 and December 1 of each year, commencing on December 1, 2031. Notwithstanding the foregoing, if the

benchmark is less than zero, the benchmark will be deemed to be zero. The Notes will mature on September 1, 2036, unless earlier

redeemed.

The Notes may be redeemed at our

option, beginning on September 1, 2031, and on any interest payment date thereafter, in whole or in part, at a redemption price

equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date

of redemption. Any partial redemption will be made in accordance with the applicable procedures of The Depository Trust Company.

The Notes may also be redeemed, at any time prior to their maturity including prior to September 1, 2031, in whole, but not in

part, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules

of the Federal Reserve, upon or after the occurrence of (i) a Tax Event (as defined in the Indenture), (ii) a subsequent event,

as a result of which there is more than an insubstantial risk that we would not be entitled to treat the Notes as Tier 2 capital

for regulatory capital purposes; or (iii) a requirement that we register as an investment company under the Investment Company

Act of 1940. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the Notes plus

any accrued and unpaid interest to but excluding the redemption date.

The foregoing summaries of the Underwriting

Agreement, the Base Indenture, the Second Supplemental Indenture and the Notes, respectively, are not complete and are each qualified

in their entirety by reference to the complete text of the respective documents (or, in the case of the Notes, the form thereof),

each of which is attached hereto as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated

herein by reference in their entirety.

Item 9.01 Financial Statements

and Other Exhibits.

(d)

Exhibits.

Number

Description

1.1

Underwriting Agreement, dated August 20, 2026, among Provident Financial Services, Inc., Piper Sandler & Co. and Keefe, Bruyette & Woods, Inc., as representatives of the underwriters named therein

4.1

Indenture, dated May 13, 2024, between Provident Financial Services, Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Provident Financial Services, Inc. Current Report on Form 8-K, filed May 13, 2024)

4.2

Second Supplemental Indenture, dated August 24, 2026, between Provident Financial Services, Inc. and Wilmington Trust, National Association, as trustee

4.3

Form

of 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (included in Exhibit 4.2)

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1

Consent

of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

Provident Financial Services, Inc.

Date: August 24, 2026

By:

/s/ Adriano M. Duarte

Adriano M. Duarte

Executive Vice President and Chief Financial

Officer

EX-1.1

Filename: e26361_ex1-1.htm · Sequence: 2

Exhibit 1.1

Provident

Financial Services, Inc.

$175,000,000

6.50% Fixed-to-Floating Rate Subordinated Notes due 2036

UNDERWRITING AGREEMENT

August 20, 2026

Piper Sandler & Co.

1251 Avenue of the Americas, 6th Floor

New York, New York 10020

Keefe, Bruyette & Woods, Inc.

787 Seventh Avenue, 4th Floor

New York, New York 10019

As Representatives of the

several Underwriters named in Schedule I hereto

Ladies and Gentlemen:

Provident

Financial Services, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions

stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter”

and, collectively, the “Underwriters”), for whom Piper Sandler & Co. (“Piper Sandler”)

and Keefe, Bruyette & Woods, Inc. (“KBW”) are acting as representatives (collectively, the “Representatives”),

$175,000,000 aggregate principal amount of its 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (each a “Note”

and collectively, the “Notes”). To the extent there are no additional underwriters listed on Schedule I,

the term “Representatives” as used herein shall mean Piper Sandler and KBW, collectively, as Underwriters, and the

term “Underwriters” shall mean either the singular or the plural, as the context requires. The Notes will be issued

pursuant to a Subordinated Indenture, to be dated as of May 13, 2024, and a Second Supplemental Indenture to be dated as of August

20, 2026 (collectively, the “Indenture”), each between the Company and Wilmington Trust, National Association,

as trustee (the “Trustee”).

1. (a) The Company represents and warrants to each of the several Underwriters, as of the date hereof, as of the Closing Date

(as defined below) (each such date, a “Representation Date”), and as of the Applicable Time referred to in

Section 1(a)(v) hereof, and agrees with each of the several Underwriters, as follows:

(i) The

Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic

shelf registration statement” (as defined in Rule 405 (“Rule 405”) of the rules and regulations (the

“1933 Act Regulations”) of the Commission under the Securities Act of 1933 (the “1933 Act”))

on Form S-3 (Registration No. 333-275213), including each preliminary prospectus or prospectus included therein, which registration

statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the 1933 Act Regulations, and the

Indenture has been duly qualified under the Trust Indenture Act of 1939 and the rules and regulations of the Commission thereunder

(collectively, the “TIA”), and the Company has filed such post-effective amendments thereto as may be required

prior to the execution of this Agreement and each such post-effective amendment is effective under the 1933 Act. Such registration

statement covers the registration of the Notes under the 1933 Act. Promptly after execution and delivery of this Agreement, the

Company will prepare and file a final prospectus supplement with respect to the Notes and the Base Prospectus (as defined below)

in accordance with the provisions of Rule 430B (“Rule 430B”) of the 1933 Act Regulations and paragraph (b)

of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in each such final prospectus

supplement or the Base Prospectus that was omitted from such registration statement at the time it became effective but that is

deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.”

Each prospectus, together with the related prospectus supplement, used in connection with the offering of the Notes that omitted

the Rule 430B Information or that was captioned “Subject to Completion” (or a similar caption) is herein called, together

with the documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933

Act, a “preliminary prospectus” and all references herein to any “preliminary prospectus” shall be deemed

to mean and include, without limitation, the Statutory Prospectus (as defined below) and each “preliminary prospectus”

included in the registration statement referred to above. Such registration statement, at any given time, including the amendments

thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated and deemed to be incorporated

by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time, and the documents and information (including,

without limitation, any Rule 430B Information) otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations

at such time, is herein called the “Registration Statement.” The Company’s prospectus dated October 30,

2023 (the “Base Prospectus”) and the prospectus supplement dated as of the date hereof, relating to the offering

of the Notes in the form first furnished to the Underwriters by the Company for use in connection with the offering of the Notes

(whether to meet the requests of purchasers pursuant to Rule 173 (“Rule 173”) of the 1933 Act Regulations or

otherwise), including the documents incorporated and deemed to be incorporated by reference therein pursuant to Item 12 of Form

S-3 under the 1933 Act at such time, are hereinafter called, collectively, the “Prospectus.” For purposes of

this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer-Represented

Free Writing Prospectus (as defined below) or any amendment or supplement to any of the foregoing shall be deemed to include the

copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

The Company meets the requirements for use of Form S-3 under the 1933 Act.

the event that the Company shall file a registration statement pursuant to Rule 462(b) under the 1933 Act (a “Rule 462(b)

Registration Statement”) in connection with the offering of the Notes, then, from and after the date of such filing,

all references herein to the “Registration Statement” shall be deemed to mean and include such Rule 462(b) Registration

Statement, mutatis mutandis, unless otherwise expressly stated or the context otherwise requires.

All

references in this Agreement to financial statements and schedules and other information which is “contained,” “included”

or “stated” (or other references of like import) in the Registration Statement, any preliminary prospectus or the

Prospectus shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated

or deemed to be incorporated by reference in, or otherwise deemed by the 1933 Act Regulations (including, without limitation,

pursuant to Rule 430B(f) of the 1933 Act Regulations) to be a part of or included in, the Registration Statement, such preliminary

prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the

Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document

under the Securities Exchange Act of 1934 (the “1934 Act”), which is incorporated or deemed to be incorporated

by reference in the Registration Statement, such preliminary prospectus, the Statutory Prospectus or the Prospectus, as the case

may be.

(ii) At

the time of filing the Registration Statement, at the time of each subsequent amendment to the Registration Statement for the

purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated

report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), at the time the Company or any person acting

on its behalf (within the meaning, for this subsection only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating

to the Notes in reliance on the exemption of Rule 163 of the 1933 Act Regulations, at the Applicable Time and at each Representation

Date, the Company is, was and will be a “well-known seasoned issuer” (as defined in Rule 405), including not being

an “ineligible issuer” (as defined in Rule 405). The Notes, as of the date of their registration on the Registration

Statement, were, and, as of each Representation Date, remained, remain and will remain eligible for registration by the Company

on an “automatic shelf registration statement” under Rule 405. The Company has not received from the Commission any

notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement

form.

the earliest time that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)

of the 1933 Act Regulations) of the Notes, the Company was not, nor is an “ineligible issuer,” as defined in Rule

405.

(iii) The

Registration Statement became effective upon filing under Rule 462(e) on October 30, 2023 and any post-effective amendments thereto

also became effective upon filing under Rule 462(e). Any Rule 462(b) Registration Statement has become or will become effective

upon filing thereof with the Commission. No stop order suspending the effectiveness of the Registration Statement has been issued

under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company,

are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the

Registration Statement (or any document incorporated or deemed to be incorporated therein by reference pursuant to the 1934 Act)

has been complied with.

(iv) At the respective times the Registration Statement, any amendment thereto, became effective, at the time the Company’s

most recent Annual Report on Form 10-K was filed with the Commission, at each “new effective date” with respect to

the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and at the Applicable Time and each Representation Date,

the Registration Statement and any amendments thereto complied, comply and will comply in all material respects with the requirements

of the 1933 Act, the 1933 Act Regulations and the TIA, and did not, do not and will not contain an untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

provided, that the Company makes no representation and warranty with respect to that part of the Registration Statement that constitutes

the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the TIA.

of the date the Prospectus or any amendment or supplement thereto was issued and as of each Representation Date, neither the Prospectus

nor any amendment or supplement thereto included, includes or will include an untrue statement of a material fact or omitted,

omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

Each

preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or

filed pursuant to Rule 424(b) under the 1933 Act, complied when so filed (or, in the case of any preliminary prospectus or part

thereof that was not filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(b), complied

as of its date), and each Prospectus and any amendments or supplements thereto filed pursuant to Rule 424(b) under the 1933 Act

complied when so filed (or, in the case of any Prospectus or amendment or supplement thereto that was not filed pursuant to Rule

424(b), complied as of its date), in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary

prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with

the offering of the Notes (whether to meet requests of purchasers pursuant to Rule 173 or otherwise) was identical, except for

any de minimis changes, to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except

to the extent permitted by Regulation S-T.

(v) As

of the Applicable Time, neither (x) all Issuer-Represented General Use Free Writing Prospectuses (as defined below) issued at

or prior to the Applicable Time, as applicable, the Final Term Sheet and the Statutory Prospectus, all considered together (collectively,

the “General Disclosure Package”), nor (y) any individual Issuer-Represented Limited-Use Free Writing Prospectus

(as defined below), when considered together with the General Disclosure Package, included an untrue statement of a material fact

or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading.

used in this Section 1(a)(v) and elsewhere in this Agreement:

“Applicable

Time” means 4:00 p.m. (New York City time) on August 20, 2026, or such other date or time as agreed by the Company and

the Representatives in writing.

“Final

Term Sheet” means the final term sheet set forth on Schedule II hereto, reflecting the final terms of the Notes.

“Issuer-Represented

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933

Act Regulations (“Rule 433”), relating to the Notes (including, without limitation, any such issuer free writing

prospectus that (i) is required to be filed with the Commission by the Company, (ii) is a “road show for an offering that

is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission

or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Notes or of the offering

that does not reflect the final terms), in each case in the form filed or required to be filed with the Commission or, if not

required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer-Represented

General Use Free Writing Prospectus” means any Issuer-Represented Free Writing Prospectus that is intended for general

distribution to prospective investors, as evidenced by its being specified in Schedule III hereto.

“Issuer-Represented

Limited-Use Free Writing Prospectus” means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented

General Use Free Writing Prospectus.

“Statutory

Prospectus” means, at any time, the Base Prospectus and the preliminary prospectus supplement dated August 20, 2026,

relating to the offering of the Notes, in the form first furnished to the Underwriters by the Company for use in connection with

the offering of the Notes, including the documents incorporated and deemed to be incorporated by reference therein pursuant to

Item 12 of Form S-3 under the 1933 Act at such time.

Each

Issuer-Represented Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public

offering and sale of the Notes, did not, does not and will not include any information that materially conflicted, conflicts or

will conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus, in each

case including the documents incorporated and deemed to be incorporated by reference therein.

The

representations and warranties in this Section l(a)(v) shall not apply to statements in or omissions from the Registration

Statement, the General Disclosure Package, the Prospectus or any Issuer-Represented Free Writing Prospectus made in reliance upon

and in conformity with written information furnished to the Company by the Underwriters through the Representatives expressly

for use therein, it being understood and agreed that the only such information furnished by the Underwriters consists of the Underwriters’

Information (as defined below) described as such in Section 8 hereof.

(vi) The

Company has not prepared, made, used, authorized, approved or distributed and will not, and will not cause or allow its agents

or representatives to, prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer

to sell or a solicitation of an offer to buy the Notes, or otherwise is prepared to market the Notes, other than the Registration

Statement, the General Disclosure Package, the Prospectus or any Issuer-Represented Free Writing Prospectus reviewed and consented

to by the Representatives.

(vii) The

documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package,

or the Prospectus, at the respective time they were or hereafter are filed with the Commission, complied, comply and will comply

in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the

“1934 Act Regulations”), and did not, do not and will not contain an untrue statement of a material fact or

omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading. There are no material contracts or other documents required to

be described in such incorporated documents or the Registration Statement, the General Disclosure Package or the Prospectus or

to be filed as exhibits to such incorporated documents or the Registration Statement, the General Disclosure Package or the Prospectus

which have not been described or filed as required.

(viii) The

statements set forth in the Statutory Prospectus or the Prospectus under the captions “Risk Factors,” “Summary

of the Securities We May Offer,” “Description of Capital Stock,” “Description of Debt Securities”

and “Description of the Notes” insofar as they purport to constitute a summary of the terms of the Notes or certain

provisions of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and Amended

and Restated Bylaws or Delaware law, under the caption “Risk Factors” and under the caption “Business—Regulation

and Supervision” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, insofar as they

purport to describe the provisions of the laws, rules, regulations and documents referred to therein, are accurate and complete

in all material respects. Each Transaction Document (as defined below) conforms in all material respects to the description thereof

contained in the Registration Statement, General Disclosure Package, and the Prospectus.

(ix) The

Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and

the Company is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except

where failure to so qualify would not reasonably be expected to have a Material Adverse Effect (as defined below). The Company

does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed

on Annex I (the “Subsidiaries”). The Company does not have any significant subsidiaries (as defined

in Rule 1-02 of Regulation S-X) other than Subsidiaries listed on Exhibit 21 to the Company’s most recent Annual Report

on Form 10-K filed with the Commission. Each Subsidiary is duly incorporated, validly existing and in good standing under the

laws of its jurisdiction of incorporation with power and authority to own its properties and conduct its business as described

in each of the General Disclosure Package and the Prospectus, and is qualified to do business as a foreign corporation in each

jurisdiction in which qualification is required, except where failure to so qualify would not reasonably be expected to have a

Material Adverse Effect (as defined below).

(x) Subsequent

to the respective dates as of which information is contained in the Registration Statement, the General Disclosure Package and

the Prospectus, except as disclosed therein, (i) neither the Company nor any of the Subsidiaries has incurred any liabilities,

direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes,

accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action,

order or decree, that would have a Material Adverse Effect (as defined below), or has entered into any transactions not in the

ordinary course of business that are material to the Company and the Subsidiaries taken as a whole, (ii) there has not been any

material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or

the Subsidiaries, or any payment of or declaration to pay any dividends or any other distribution with respect to the Company,

other than cash or stock dividends in the normal course of business consistent with past practice, and (iii) there has not been

any material adverse change, or any developments that would reasonably be expected, individually or in the aggregate, to result

in a material adverse change, in the properties, business, financial prospects, operations, earnings, assets, liabilities or condition

(financial or otherwise) of the Company and the Subsidiaries, taken as a whole (a “Material Adverse Effect”).

(xi) The

Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Provident Bank, a

New Jersey state-chartered capital stock savings bank and a wholly owned subsidiary of the Company (“Provident Bank”),

holds the requisite authority to do business as a New Jersey state-chartered capital stock savings bank as described in each of

the General Disclosure Package and the Prospectus. The Company and each Subsidiary are in compliance with all laws administered

by the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System

(the “Federal Reserve”) and any other federal or state bank regulatory authorities with jurisdiction over the

Company and its Subsidiaries, except for failures to be so in compliance that would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

(xii) The

Company is subject to the reporting requirements of the 1934 Act and, during the last 12 months, has timely filed all reports

required thereby. The Company meets the requirements for use of Form S-3 under the 1933 Act specified in the Financial Industry

Regulatory Authority (“FINRA”) Corporate Financing Rule 5110(h)(1)(C).

(xiii) The

Company has an authorized capitalization as set forth in each of the General Disclosure Package and the Prospectus under the heading

“Capitalization.” With respect to each of the Subsidiaries, all the issued and outstanding shares of such Subsidiary’s

capital stock have been duly authorized and validly issued, are fully paid and nonassessable, are owned directly by the Company

or one of its Subsidiaries free and clear of any liens, claims or encumbrances. The authorized capital stock of the Company conforms

and will conform in all material respects as to legal matters to the description thereof contained in the Registration Statement,

the General Disclosure Package and the Prospectus.

(xiv) The

Notes have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the

Indenture and paid for in the manner set forth in this Agreement, will constitute valid and legally binding obligations of the

Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement

of creditors’ rights generally, and general equitable principles relating to the availability of remedies, and will be entitled

to the benefits of the Indenture.

(xv) The

Indenture has been duly authorized by the Company and is duly qualified under the TIA and, when duly executed and delivered in

accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company

enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’

rights generally, and general equitable principles relating to the availability of remedies, and will conform to the description

thereof contained in each of the Registration Statement, the General Disclosure Package and the Prospectus.

(xvi) The

Notes and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Registration

Statement, the General Disclosure Package and the Prospectus and will be in substantially the respective forms filed or incorporated

by reference, as the case may be, as exhibits to the Registration Statement.

(xvii) The

Company has the requisite corporate power and authority to enter into this Agreement, the Notes and the Indenture (collectively,

the “Transaction Documents”) and to perform its obligations contemplated hereby and thereby. This Agreement

has been duly authorized, executed and delivered by the Company and all action required to be taken by the Company for the due

and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions

contemplated thereby has been, or, for the Transaction Documents other than this Agreement, will be prior to the Closing Date,

duly and validly taken. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the

Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent

conveyance, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’

rights and the application of equitable principles relating to the availability of remedies, and subject to 12 U.S.C. § 1818(b)(6)(D)

(or any successor statute) and similar bank regulatory powers and the application of principles of public policy, and except as

rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 8 of

this Agreement, may be limited by federal or state securities law or the public policy underlying such laws.

(xviii) Any

and all material swaps, caps, floors, futures, forward contracts, option agreements (other than stock options issued to the Company’s

employees, directors, agents or consultants) and other derivative financial instruments, contracts or arrangements, whether entered

into for the account of the Company or one of the Subsidiaries or for the account of a customer of the Company or one of the Subsidiaries,

were entered into in the ordinary course of business and in accordance in all material respects with applicable laws, rules, regulations

and policies of all applicable regulatory agencies and with counterparties believed by the Company to be financially responsible

at the time. The Company and each of the Subsidiaries have duly performed in all material respects all of their obligations thereunder

to the extent that such obligations to perform have accrued, and there are no breaches, violations or defaults or allegations

or assertions of such by any party thereunder which would, individually or in the aggregate, reasonably be expected to result

in a Material Adverse Effect.

(xix) KPMG

LLP, who has certified and expressed its opinion with respect to certain of the consolidated financial statements of the Company,

incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, is an independent

public accounting firm as required by the 1933 Act and the 1933 Act Regulations and by the rules of the Public Company Accounting

Oversight Board and KPMG LLP is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 with

respect to the Company.

(xx) The

execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale of the Notes by the Company,

the compliance by the Company with all of the provisions of the Transaction Documents and the consummation of the transactions

contemplated by the Transaction Documents (including, without limitation, the use of proceeds from the sale of the Notes as described

in the Statutory Prospectus or the Prospectus under the caption “Use of Proceeds”), do not and will not (i) violate

or conflict with any provision of the Certificate of Incorporation or the Amended and Restated Bylaws of the Company, each as

amended through the date hereof, or the organizational documents of any Subsidiary and (ii) except as would not reasonably be

expected to result in a Material Adverse Effect and will not materially and adversely affect the Company’s ability to consummate

the transactions contemplated by this Agreement, will not (x) result in the creation of any lien, charge, security interest or

encumbrance upon any assets of the Company or any Subsidiary pursuant to the terms or provisions of, and will not conflict with,

result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default

under, or give rise to the accelerated due date of any payment due under, any agreement, mortgage, deed of trust, lease, franchise,

license, indenture, permit or other instrument to which the Company or any Subsidiary is a party or by which the Company or any

Subsidiary or their respective properties may be bound or affected or (y) violate any statute or any authorization, judgment,

decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body

applicable to the Company or any Subsidiary or any of their respective properties. All consents, approvals, licenses, qualifications,

authorizations or other orders of any court, regulatory body, administrative agency or other governmental agency or body that

are required for the execution and delivery of the Transaction Documents or the consummation of the transactions contemplated

by the Transaction Documents, including the issuance, sale, authentication and delivery of the Notes, have been obtained, except

such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky

laws in connection with the purchase and distribution of the Notes by the Underwriters.

(xxi) No

“nationally recognized statistical rating organization” (as defined in Rule 436(g)(2) under the 1933 Act) (i) has

imposed (or has informed the Company that it is considering imposing) any condition (financial or otherwise) to retain any rating

assigned to the Company or any of its Subsidiaries or to any securities of the Company or any of its Subsidiaries or (ii) has

indicated to the Company that it is considering (A) the downgrading, suspension, or withdrawal of or any review (or of any potential

or intended review) for a possible adverse change in, any rating so assigned (including, without limitation, the placing of any

of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction)

or (B) any adverse change in the outlook for any rating of the Company or any of its Subsidiaries or any securities of the Company

or any of its Subsidiaries.

(xxii) No

person has the right to require the Company or any of its Subsidiaries to register any securities for sale under the 1933 Act

by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Notes to be sold by

the Company hereunder.

(xxiii) Except

as would not reasonably be expected to have a Material Adverse Effect, the material contracts to which the Company or any of its

Subsidiaries is a party, have been duly and validly authorized, executed and delivered by the Company or its Subsidiaries, as

the case may be, and constitute the legal, valid and binding agreements of the Company or its Subsidiaries, as the case may be,

enforceable by and against it or its Subsidiaries, as the case may be, in accordance with their respective terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to enforcement

of creditors’ rights generally, and general equitable principles relating to the availability of remedies, and subject to

12 U.S.C. § 1818(b)(6)(D) (or any successor statute) and similar bank regulatory powers and to the application of principles

of public policy, and except as rights to indemnity or contribution may be limited by federal or state securities laws and the

public policy underlying such laws.

(xxiv) The

deposit accounts of Provident Bank are insured by the Deposit Insurance Fund to the fullest extent permitted by the law and the

rules and regulations of the FDIC and no proceeding for the revocation or termination of such deposit insurance has been instituted

or is pending or, to the knowledge of the Company, is threatened.

(xxv) Except

as disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus, there are no legal or governmental

actions, suits or proceedings pending or, to the Company’s knowledge, threatened against the Company or any Subsidiary before

or by any court, regulatory body or administrative agency or any other governmental agency or body, domestic, or foreign, which

actions, suits or proceedings, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect;

and no labor disturbance by the employees of the Company exists or, to the Company’s knowledge, is imminent, that would

reasonably be expected to have a Material Adverse Effect.

(xxvi) Except

as disclosed in each of the General Disclosure Package and the Prospectus, no Subsidiary of the Company is currently prohibited,

directly or indirectly, under any order of the FDIC or the Federal Reserve (other than orders applicable to banks and their holding

companies and their subsidiaries generally) or any other federal or state bank regulatory authorities with jurisdiction over any

Subsidiary, under any applicable law, or under any agreement or other instrument to which it is a party or is subject, from paying

any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the

Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s properties

or assets to the Company or any other Subsidiary of the Company.

(xxvii) The Company and each Subsidiary has good and marketable title in fee simple (in the case of real property) to, or have

valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to

the business of the Company and its Subsidiaries, in each case free and clear of all liens, mortgages, pledges, or encumbrances

of any kind except (i) those that do not materially interfere with the use made and proposed to be made of such property by the

Company and its Subsidiaries, or (ii) those that would not reasonably be expected to have a Material Adverse Effect. Any real

property and buildings held under lease or sublease by the Company or any of its Subsidiaries are held under valid, subsisting

and enforceable leases. Neither the Company nor any Subsidiary has any notice of any claim that has been asserted by anyone adverse

to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or

questioning the rights of the Company or any Subsidiary thereof to the continued possession of the leased or subleased premises

under any such lease or sublease, except claims that would not be reasonably expected to have a Material Adverse Effect.

(xxviii) Except

as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of

its Subsidiaries is a party to a letter of intent, accepted term sheet or similar instrument or any binding agreement that contemplates

an acquisition, disposition, transfer or sale of the assets (as a going concern) or capital stock of the Company or of any Subsidiary

or business unit or any similar business combination transaction which would be material to the Company and its Subsidiaries taken

as a whole.

(xxix) Except

as disclosed in each of the General Disclosure Package and the Prospectus, since December 31, 2025, (i) the Company and its Subsidiaries

have conducted their respective businesses in all material respects in the ordinary course, consistent with prior practice, (ii)

except for publicly disclosed ordinary cash dividends on its common stock, par value $0.01 per share (the “Common Stock”),

the Company has not made or declared any distribution in cash or in kind to its shareholders, (iii) neither the Company nor any

of its Subsidiaries has issued any capital stock or securities issuable into capital stock except for securities issued pursuant

to the Company’s existing shareholder-approved equity incentive plans, (iv) neither the Company nor its Subsidiaries has

incurred any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not fully reflected

or reserved against in the financial statements described in Section 1(a)(xliii), except for liabilities that have arisen

since such date in the ordinary and usual course of business and consistent with past practice and that, individually or in the

aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect and (v) no event or events have

occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. As

used in this paragraph, references to the General Disclosure Package and the Prospectus exclude any amendments or supplements

thereto subsequent to the date of this Agreement.

(xxx) The

Company owns, is licensed or otherwise possesses adequate rights to use, all patents, patent rights, inventions, know-how (including

trade secrets and other unpatented or unpatentable or confidential information, systems, or procedures), trademarks, service marks,

trade names, copyrights and other intellectual property rights (collectively, the “Intellectual Property”)

necessary for the conduct of its business as it is currently conducted and as described in each of the General Disclosure Package

and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect. No claims have been asserted

against the Company by any person with respect to the use of any such Intellectual Property or challenging or questioning the

validity or effectiveness of any such Intellectual Property except as would not reasonably be expected to have a Material Adverse

Effect.

(xxxi) Except

as described in the General Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries is (a) in violation

of its charter, bylaws or other organizational documents, as applicable; (b) is in default under, and no event has occurred

which, with notice or lapse of time or both, would constitute such a default or result in the creation or imposition of any lien,

charge, or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, any agreement, mortgage,

deed of trust, lease, franchise, license, indenture or permit; or (c) in violation of any law or statute or any judgment,

order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (b)

and (c) above, as would not reasonably be expected to have a Material Adverse Effect.

(xxxii) The

Company and its Subsidiaries are in compliance with Environmental Laws and Regulations, except where failure to be so in compliance

would not be reasonably expected to have a Material Adverse Effect. “Environmental Laws and Regulations” shall

mean any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common

law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree

or judgment, relating to pollution or protection of human health, the environment or natural resources, including, without limitation,

laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances,

hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous

Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling

of Hazardous Materials. Neither the Company nor its Subsidiaries has received notice of any actual or potential liability under

or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of

any release or threat of release of Hazardous Materials.

(xxxiii)

Except as described in the General Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries

is subject or is party to, or has received any notice or advice that any of them may become subject or party to any investigation

with respect to, any corrective, suspension or cease-and-desist order, agreement, consent agreement, memorandum of understanding

or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking

to, or is subject to any directive by, or has been a recipient of any supervisory letter (including, without limitation, any notification

from the Federal Reserve of a proposal to increase the minimum capital requirements of the Company or any of its Subsidiaries,

pursuant to the Federal Reserve’s authority under 12 U.S.C. 3907(a)(2)) from, or has adopted any board resolutions at the

request of, any agency that currently relates to or restricts in any material respect the conduct of their business or that in

any manner relates to their capital adequacy, credit policies or management (each, a “Regulatory Agreement”),

nor has the Company or any of its Subsidiaries been advised by any agency that it is considering issuing or requesting any such

Regulatory Agreement. Provident Bank is an insured depository institution and has received a Community Reinvestment Act rating

of “Satisfactory” or better. There is no unresolved violation, criticism or exception by any agency with respect to

any report or statement relating to any examinations of the Company or any of its subsidiaries which, in the reasonable judgment

of the Company, is expected to result in a Material Adverse Effect. The application of the proceeds received by the Company from

the issuance, sale and delivery of the Notes as described in the General Disclosure Package, and the Prospectus, will not violate

Regulation T, U or X of the Federal Reserve or any other regulation of the Federal Reserve.

(xxxiv)

Neither the Company nor any of its Subsidiaries has participated in any reportable transaction, as defined in Treasury

Regulation Section 1.6011-4(b)(1).

(xxxv)

Except as disclosed in the General Disclosure Package, the Company and each Subsidiary has filed on a timely basis (giving

effect to extensions) all required federal, state and foreign income and franchise tax returns (except in any case in which the

failure to so file would not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect)

and has paid or accrued all taxes shown as due thereon to the extent that such taxes have become due and are not being contested

in good faith or would not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect, and

the Company does not have knowledge of any tax deficiency that has been or might be asserted or threatened against it or any Subsidiary,

in each case, that would reasonably be expected to have a Material Adverse Effect. All material tax liabilities accrued through

the date hereof have been adequately provided for on the books of the Company. There is no tax lien, whether imposed by any federal,

state or other taxing authority, outstanding against the assets of the Company or any of its Subsidiaries that would reasonably

be expected to have a Material Adverse Effect.

(xxxvi)

Neither the Company nor Provident Bank is required and, after giving effect to the offering and sale of the Notes and the

application of the proceeds thereof as described in the General Disclosure Package or the Prospectus, will be required to register

as an “investment company,” under the Investment Company Act of 1940, as amended.

(xxxvii)

The Company and each of its Subsidiaries maintain insurance underwritten by insurers of recognized financial responsibility,

of the types and in the amounts that the Company reasonably believes is adequate to protect its business on a consolidated basis,

including, but not limited to, insurance covering real and personal property owned or leased by the Company or any of its Subsidiaries,

operations, personnel and businesses, all of which insurance is in full force and effect. There are no claims by the Company or

any Subsidiary under any such policy or instrument as to which any insurance company is denying liability or defending under a

reservation of rights clause which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any

Subsidiary has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will

be reduced or eliminated, and there are presently no material claims pending under policies of such insurance and no notices have

been given by the Company or any Subsidiary under such policies.

(xxxviii)

Neither the Company nor to the knowledge of the Company, any affiliate of the Company nor, to the knowledge of the Company,

any person acting on their behalf, has taken, nor will the Company or any affiliate or any person acting on their behalf take,

directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result

in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes.

(xxxix)

The statistical, industrial and market-related data contained or incorporated by reference in the Prospectus or the General

Disclosure Package is based on or derived from sources which the Company believes are reliable and accurate in all material respects

and are presented on a reasonable basis in all material respects. Each “forward-looking statement” (within the meaning

of Section 27A of the 1933 Act or Section 21E of the 1934 Act) contained or incorporated by reference in the Prospectus or the

General Disclosure Package has been made or reaffirmed with a reasonable basis and in good faith.

(xl) No

transaction has occurred or relationship, direct or indirect, exists between or among the Company or any Subsidiary, on the one

hand, and its officers, directors or shareholders, customers or suppliers, on the other hand, that is required by the 1933 Act,

the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations to have been described in the Registration Statement, the General

Disclosure Package or the Prospectus or any documents incorporated or deemed to be incorporated by reference therein and that

is not so described as required.

(xli) There

is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other

off-balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that

otherwise would reasonably be expected to have a Material Adverse Effect.

(xlii) The

Company and each Subsidiary has all franchises, licenses, permits, certificates and other authorizations from such federal, state

or local government or governmental agency, department or body that are currently necessary to own, lease and operate their respective

properties and currently necessary for the operation of their respective businesses, except where the failure to possess currently

such franchises, licenses, permits, certificates and other authorizations is not reasonably expected to have a Material Adverse

Effect. Neither the Company nor any Subsidiary has received any written notice of proceedings relating to the revocation or modification

of any such franchise, license, permit, certificate or other authorizations that, if the subject of an unfavorable decision, ruling

or finding, would reasonably be expected to have a Material Adverse Effect.

(xliii) The

audited consolidated financial statements and related notes and supporting schedules of the Company and the Subsidiaries incorporated

by reference into the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Company

Financial Statements”) present fairly, in all material respects, the financial position, results of operations, stockholders’

equity and cash flows of the Company and its consolidated Subsidiaries, as of the respective dates and for the respective periods

to which they apply and have been prepared in accordance with generally accepted accounting principles of the United States, applied

on a consistent basis throughout the periods involved and the requirements of Regulation S-X. The financial data set forth under

the caption “Capitalization” in the General Disclosure Package and the Prospectus has been prepared on a basis consistent

with that of the Company Financial Statements. The unaudited as adjusted financial information and related notes and supporting

schedules of the Company and the Subsidiaries contained in the Registration Statement, the General Disclosure Package and the

Prospectus have been prepared in accordance with the requirements of Regulation S-X in all material respects and have been properly

presented on the basis described therein, and give effect to assumptions used in the preparation thereof that are on a reasonable

basis and in good faith and the adjustments used therein are appropriate to give effect to the transactions and circumstances

referred to therein. The pro forma financial information and related notes thereto included or incorporated by reference in the

Registration Statement, the General Disclosure Package and the Prospectus (i) present fairly in all material respects the information

shown therein, (ii) have been prepared in accordance with and comply as to form with Article 11 of Regulation S-X in all material

respects with respect to pro forma financial statements and (iii) have been properly presented on the bases described therein;

the assumptions underlying such pro forma financial information included in the Registration Statement, the General Disclosure

Package and the Prospectus are a reasonable basis for presenting the effects attributable to the transactions and circumstances

referred to therein and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred

to therein. No other financial statements or supporting schedules are required to be included in the Registration Statement, the

General Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated

by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared

in accordance with the Commission’s rules and guidelines thereto. To the extent applicable, all disclosures contained in

the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures”

(as such term is defined by the Commission’s rules and regulations) comply in all material respects with Regulation G of

the 1934 Act and Item 10 of Regulation S-K under the 1934 Act, as applicable.

(xliv) The

Company is in compliance in all material respects with the requirements of the New York Stock Exchange (the “NYSE”)

for continued listing of its Common Stock thereon. The Company has taken no action designed to, or likely to have the effect of,

terminating the registration of its Common Stock under the 1934 Act or the listing of its Common Stock on the NYSE, nor has the

Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing. The

transactions contemplated by this Agreement will not contravene the rules and regulations of the NYSE. The Company will comply

in all material respects with all requirements of the NYSE with respect to the issuance of the Notes.

(xlv) The

Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the

1934 Act) that have been designed by, or under the supervision of, its principal executive and financial officer, to provide reasonable

assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii)

transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting

principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s

general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable

intervals and appropriate action is taken with respect to any differences. The Company has disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act) that are designed to ensure that material information relating

to the Company is made known to the Company’s principal executive officer and the Company’s principal financial officer

or persons performing similar functions. The Company has not become aware of any fraud, whether or not material, that involves

management or other employees who have a significant role in the Company’s internal control over financial reporting. The

Company is otherwise in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002,

as amended and the rules and regulations promulgated thereunder.

(xlvi) The

Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and

the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the

Notes.

(xlvii) Neither

the Company, nor any Subsidiary, nor, to the knowledge of the Company, any director, officer, agent, employee or other person

acting on behalf of the Company or any Subsidiary has, in the course of its actions for, or on behalf of, the Company (i) used

any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity;

(ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds;

(iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)

or any law, rule or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in

International Business Transactions, signed December 17, 1997 (the “Convention”); or (iv) made any unlawful

bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or

employee. The Company has instituted and maintains procedures designed to ensure, and which are reasonably expected to continue

to ensure, continued compliance with the Convention, the FCPA and similar laws, rules and regulations based on the business of

the Company as conducted on the date hereof.

(xlviii)

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in all material

respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, Title 18 U.S. Code section 1956 and 1957, the Patriot Act and the money laundering statutes of all jurisdictions,

the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced

by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by

or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries

with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. Each of the Company and

its Subsidiaries has instituted and maintains policies and procedures designed to ensure continued compliance with the Money Laundering

Laws.

(xlix)

None of the Company, any Subsidiary or, to the knowledge of the Company, any director, officer, agent, employee or other

person acting on behalf of the Company or any of its Subsidiaries is (A) an individual or entity currently subject to or, to the

Company’s knowledge, a target of any U.S. sanctions administered or enforced by the United States Government, including,

without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State,

the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively,

“Sanctions”) or (B) located, organized or resident in a country or territory that is subject of Sanctions,

including, without limitation, Russia, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called

Luhansk People’s Republic, Cuba, Iran and North Korea (each, a “Sanctioned Country”). The Company will

not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to

any Subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any

person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any

activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person

(including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

(l) Except

as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not sold, issued

or distributed any debt securities during the six-month period preceding the date hereof.

(li) Other

than as contemplated by this Agreement, there is no broker, finder or other party that is entitled to receive from the Company

or any Subsidiary any brokerage or finder’s fee or any other fee, commission or payment as a result of the transactions

contemplated by this Agreement.

(lii) The

Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security

Act of 1974, as amended, including the regulations and published interpretations thereunder (herein called “ERISA”);

no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined

in ERISA) for which the Company would have any liability that would reasonably be expected to result in a Material Adverse Effect;

the Company has not incurred and does not expect to incur any material liability under (i) Title IV of ERISA with respect to termination

of, or withdrawal from, any “pension plan”; or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986,

as amended, including the regulations and published interpretations thereunder (the “Code”), in each case,

except as would not reasonably be expected to result in a Material Adverse Effect; and each “Pension Plan”

for which the Company would have liability that is intended to be qualified under Section 401(a) of the Code is so qualified in

all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(liii) There

has been no storage, disposal, generation, manufacture, transportation, handling or treatment of toxic wastes, hazardous wastes

or hazardous substances by the Company or any Subsidiary (or, to the knowledge of the Company, any of their predecessors in interest

for whose acts or omissions the Company or its Subsidiaries is or could reasonably be expected to be liable) at, upon or from

any of the property now or previously owned or leased by the Company or any Subsidiary in violation of any Environmental Laws

and Regulations or order, judgment, decree or permit or that would require remedial action under any applicable law, ordinance,

rule, regulation, order, judgment, decree or permit; there has been no material spill, discharge, leak, emission, injection,

escape, dumping or release of any kind into such property or into the environment surrounding such property of any toxic wastes,

medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or any Subsidiary or with

respect to which the Company or any Subsidiary have knowledge; in each of the foregoing cases, except as would not reasonably

be expected to have a Material Adverse Effect. As used in this Section 1(a)(liii), the terms “hazardous wastes”,

“toxic wastes”, “hazardous substances”, and “medical wastes” shall have the meanings specified

in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection.

(liv) (i)

The Company is not aware of any security breach or other compromise relating to the Company’s or its Subsidiaries’

information technology and computer systems, networks, hardware, software, data and databases (including the data and information

of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment

or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material

cost or liability; (ii) neither the Company nor any of its Subsidiaries have been notified of, and have no knowledge of,

any event or condition that would reasonably be expected to result in any material security breach or other compromise to their

IT Systems and Data; and (iii) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures

and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their respective

IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards.

The Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments,

orders, rules and regulations of any court, arbitrator or governmental or regulatory authority and internal policies relating

to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized

use, access, misappropriation or modification.

2. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters,

and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the respective principal amount

of the Notes set forth opposite each Underwriter’s name in Schedule I hereto at a purchase price equal to 98.875%

of the principal amount thereof plus accrued interest, if any, from August 20, 2026, to the Closing Date.

(b) The Company understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness

of this Agreement as in the judgment of the Representatives is advisable. The Company acknowledges and agrees that the Underwriters

may offer and sell the Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the

Notes purchased by it to or through any Underwriter.

is understood that each Underwriter has authorized the Representatives, for such Underwriter’s account, to accept delivery

of, receipt for, and make payment of the purchase price for the Notes which such Underwriter has agreed to purchase. Piper Sandler

and KBW, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the

purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by the Representatives by the

Time of Delivery (as defined below) but such payment shall not relieve such Underwriter from its obligations hereunder.

3. Upon

the authorization by the Representatives of the release of the Notes, the several Underwriters propose to offer the Notes for

sale upon the terms and conditions set forth in the Prospectus.

4. (a)

Payment for the Notes shall be made by wire transfer of immediately available funds to the account(s) specified by the Company

to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account

of each Underwriter, of one or more global notes representing the Notes (collectively, the “Global Notes”),

with any transfer or other taxes payable in connection with the sale of the Notes duly paid by the Company. The Company will cause

the Global Notes to be made available for checking at least twenty-four (24) hours prior to the Time of Delivery with respect

thereto. The time and date of such delivery and payment shall be 9:00 a.m. New York City Time, on August 24, 2026 (the “Closing

Date”) or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date

for delivery of the Notes is herein called the “Time of Delivery.”

(b) The

documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including

the cross receipt for the Notes and any additional documents requested by the Representatives pursuant to Section 7(j)

hereof, will be delivered at the offices of Alston & Bird LLP at 1201 West Peachtree Street, Suite 4900, Atlanta, Georgia

30309, or at such other place as shall be agreed upon by the Underwriters and the Company, including by electronic exchange of

documents. As used herein, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and

Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive

order to close.

5. The

Company covenants with each of the Underwriters:

(a) To

prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the

1933 Act (without reliance on Rule 424(b)(8)) not later than the Commission’s close of business on the second business day

following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430B under

the 1933 Act; to make no further amendment or any supplement to the Registration Statement or Prospectus without the prior

written consent of the Representatives, which consent shall not be unreasonably withheld, conditioned or delayed, promptly after

reasonable notice thereof; to advise the Representatives, promptly after it receives notice thereof, of the time when any

amendment to the Registration Statement or any Rule 462(b) Registration Statement has been filed or becomes effective or any supplement

to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to advise

the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any

order preventing or suspending the use of any preliminary prospectus, Issuer-Represented Free Writing Prospectus or Prospectus,

of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening

of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration

Statement, any preliminary prospectus, any Issuer-Represented Free Writing Prospectus or Prospectus (in each case, including any

document incorporated or deemed to be incorporated by reference therein) or for additional information; and in the event

of the issuance of any stop order or of any order preventing or suspending the use of any preliminary prospectus, Issuer-Represented

Free Writing Prospectus or Prospectus or suspending any such qualification, promptly to use its best efforts to obtain the withdrawal

of such order.

(b) If

at any time following issuance of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development

as a result of which such Issuer-Represented Free Writing Prospectus conflicted or would conflict with the information contained

in the Registration Statement, the General Disclosure Package or the Prospectus or included or would include an untrue statement

of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the

light of the circumstances prevailing at that subsequent time, not misleading, the Company will notify promptly the Representatives

so that any use of such Issuer-Represented Free Writing Prospectus may cease until it is amended or supplemented and the Company

will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue

statement or omission.

Company represents and agrees that, unless it obtains the prior written consent of the Representatives, which consent shall not

be unreasonably withheld, conditioned or delayed, and each Underwriter represents and agrees that, unless it obtains the prior

written consent of each of the Company and the Representatives, which consent shall not be unreasonably withheld, conditioned

or delayed, it has not made and will not make any offer relating to the Notes that would constitute an “issuer free writing

prospectus,” as defined in Rule 433 under the 1933 Act, or that would otherwise constitute a “free writing prospectus,”

as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company

and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents

that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,”

as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing

Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company represents that

it has satisfied the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. The Company

consents to the use by the Underwriters of an Issuer-Represented Free Writing Prospectus that contains information describing

the preliminary terms of the Notes or is the Final Term Sheet, each of which is a Permitted Free Writing Prospectus.

(d) Promptly

from time to time to take such action as the Representatives may reasonably request to qualify the Notes for offering and sale

under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit

the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution

of the Notes, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or as

a dealer in securities or to file a general consent to service of process in any jurisdiction or to take any action in which it

would be subject to taxation as a foreign corporation.

(e) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from

time to time, to furnish the Underwriters with copies of the Prospectus in New York City in such quantities as the Representatives

may from time to time reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration

of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Notes and if at such time

any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement

of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary

during such period to amend or supplement the Prospectus in order to comply with the 1933 Act or the 1933 Act Regulations, to

notify the Representatives and upon its request to prepare and furnish without charge to the Underwriters and to any dealer in

securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement

to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required

to deliver a prospectus in connection with sales of any of the Notes at any time nine months or more after the time of issue of

the Prospectus, upon its request, to prepare and deliver to such Underwriter as many copies as the Representatives may request

of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

(f) To

make generally available to its security holders as soon as practicable an earnings statement that satisfies the provisions of

Section 11(a) of the 1933 Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months

beginning with the first fiscal quarter of the Company occurring after the effective date of the Registration Statement. From

the date of this Agreement and continuing through and including the date that is the New York Business Day following the Closing

Date, the Company will not, and will not permit any Subsidiary to, without the prior written consent of the Representatives, offer,

sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of its Subsidiaries.

(g) To

comply with the letter of representation of the Company to DTC relating to the approval of the Notes by DTC for “book-entry”

transfer.

(h) For so long as any amounts under the Notes remain outstanding, to furnish to its shareholders, as soon as practicable after

the end of each fiscal year, an annual report (including a balance sheet and statements of income, shareholders’ equity

and cash flows of the Company and its consolidated subsidiaries certified by an independent registered public accounting firm)

and, as soon as practicable after the end of each of the first three quarters of each fiscal year, to furnish to its shareholders

consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail. For purposes

of this paragraph, documents shall be deemed furnished to the Company’s shareholders if filed on EDGAR.

(i) During

a period of three years from the date of this Agreement, to furnish to the Representatives or provide on EDGAR copies of all reports

or other communications (financial or other) furnished to shareholders, and to deliver to the Representatives (i) as soon as they

are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities

exchange on which any class of securities of the Company is listed and (ii) such additional information concerning the business

and financial condition of the Company as the Representatives may from time to time reasonably request (such financial statements

to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished

to its shareholders generally or to the Commission). For purposes of this paragraph, documents shall be deemed furnished to the

Underwriters if filed on EDGAR.

(j) To

use the net proceeds received by it from the sale of the Notes pursuant to this Agreement in the manner specified in each of the

General Disclosure Package and the Prospectus under the caption “Use of Proceeds.”

(k) If

the Company elects to rely on Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in

compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the

time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions

for the payment of such fee pursuant to Rule 111(b) under the 1933 Act.

(l) The

Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer-Represented Free Writing

Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

6. The Company covenants and agrees with the Underwriters that the Company will pay or cause to be paid the following:

(a) (i)

the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the

Notes under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement,

any preliminary prospectus, any Permitted Free Writing Prospectus and the Prospectus and amendments and supplements thereto and

the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any

agreement among Underwriters, this Agreement, any Blue Sky memorandum and any other documents in connection with the offering,

purchase, sale and delivery of the Notes; (iii) the filing fees incident to, and the fees and disbursements of counsel for

the Underwriters in connection with, securing any required review by FINRA of the terms of the sale of the Notes; (iv) the

cost and charges of any transfer agent or registrar; (v) the fees and expenses of the Trustee and any paying agent (including

reasonable related fees and disbursements of any counsel to such parties); (vi) all expenses incurred by the Company in connection

with any “road show” to potential investors; (vii) all reasonable fees and expenses incurred by the Underwriters

in connection with their services to be rendered hereunder including, without limitation, road show or investor presentation expenses,

word processing charges, the costs of printing or producing any investor presentation materials, messenger and duplicating service

expenses, facsimile expenses and other customary expenditures (including the reasonable fees and expenses of counsel to the Underwriters);

and (viii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise

specifically provided for in this Section. Notwithstanding the foregoing, the Company’s obligation to disburse fees and

expenses to the Underwriters pursuant to this Section 6(a), in the aggregate, shall not exceed $225,000.

(b) If

this Agreement is terminated by the Representatives in accordance with the provisions of Section 9 hereof, the Company

shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel

for the Underwriters, which total shall not exceed $225,000.

7. The obligations of the Underwriters hereunder, as to the Notes to be delivered at the Time of Delivery, shall be subject,

in their discretion, to the condition that all representations and warranties and other statements of the Company herein are,

at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations

hereunder theretofore to be performed, and the following additional conditions:

(a) The

Prospectus containing the Rule 430B Information shall have been filed with the Commission pursuant to Rule 424(b) in the manner

and within the time period required by Rule 424(b) (without reliance on Rule 424(d)(8)) and in accordance with Section 5(a)

hereof, the Final Term Sheet and any other material required to be filed by the Company pursuant to Rule 433(d) under the

1933 Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433;

if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00

p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration

Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge

of the Company, threatened by the Commission; and all requests for additional information on the part of the Commission shall

have been complied with to the reasonable satisfaction of the Representatives; and, to the extent applicable, FINRA shall

have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

(b) Alston

& Bird LLP, counsel for the Underwriters, shall have furnished to the Representatives such written opinion or opinions, dated

as of the Time of Delivery, with respect to matters as the Representatives may reasonably request, and such counsel shall have

received such papers and information as they may reasonably request to enable them to pass upon such matters.

Arps, Slate, Meagher & Flom LLP, counsel for the Company, shall have furnished to the Representatives such counsel’s

written opinion, dated as of the Time of Delivery, in form and substance reasonably satisfactory to the Representatives.

(d) (i)

At the time of execution of this Agreement, KPMG LLP shall have furnished to the Representatives a letter, dated the date of this

Agreement, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily

included in accountants “comfort letters” to underwriters with respect to the financial statements and certain financial

information of the Company included or incorporated by reference in the Registration Statement, the preliminary prospectus supplement

dated August 20, 2026 (the “Preliminary Prospectus Supplement”) and the Prospectus and (ii) at the effective

date of any post-effective amendment to the Registration Statement after the date of this Agreement and at the Time of Delivery,

KPMG LLP shall have furnished to the Representatives a letter, dated as of such effective date or the Time of Delivery, as the

case may be, in form and substance reasonably satisfactory to the Representatives, to the effect that they reaffirm the statements

made in the letter referred to in Section 7(d)(i) above furnished at the time of execution of this Agreement, except that

the specified date referred to therein shall be a date not more than three business days prior to such effective date or Time

of Delivery, as the case may be.

(e) At

the time of the execution of this Agreement, the Underwriters shall have received a certificate executed by the Chief Financial

Officer of the Company, in form and substance reasonably satisfactory to the Representatives.

(f) On the Closing Date, the Underwriters shall have received a certificate executed by the Chief Financial Officer of the

Company, in form and substance reasonably satisfactory to the Representatives.

(g) (i)

Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements

of the Company included in each of the General Disclosure Package and the Prospectus any loss or interference with its business

from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental

action, order or decree, otherwise than as set forth or contemplated in each of the General Disclosure Package and the Prospectus,

and (ii) since the respective dates as of which information is given in each of the General Disclosure Package and the Prospectus

there shall not have been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries or any change,

or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’

equity or results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in each of the

General Disclosure Package and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the

judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public

offering or the delivery of the Notes being delivered at the Time of Delivery on the terms and in the manner contemplated in each

of the General Disclosure Package and the Prospectus. As used in this paragraph, references to the General Disclosure Package

and the Prospectus exclude any amendments or supplements thereto subsequent to the date of this Agreement.

(h) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded to the Company’s debt securities

by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes

of Rule 436(g)(2) under the 1933 Act, and (ii) no such organization shall have publicly announced that it has under surveillance

or review, with possible negative implications, its rating of the Company’s debt securities.

(i) On

or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading

in securities generally on the NYSE, the NYSE American or any setting of minimum or maximum prices for trading on such exchange;

(ii) a suspension or material limitation in trading of any securities of the Company on any exchange or in the over-the-counter

market; (iii) a general moratorium on commercial banking activities declared by either federal or New York state authorities;

(iv) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country

where such securities are listed; or (v) the outbreak or escalation of hostilities involving the United States or the declaration

by the United States of a national emergency or war or a material adverse change in general economic, political or financial conditions,

or currency exchange rates or exchange controls, including, without limitation, as a result of terrorist activities after the

date hereof (or the effect of international conditions on the financial markets in the United States shall be such), or any other

calamity or crisis, if the effect of any such event specified in this clause (v) in the judgment of the Representatives makes

it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes being delivered at the Time of

Delivery on the terms and in the manner contemplated in either the General Disclosure Package or the Prospectus or to enforce

contracts for the sale of the Notes.

(j) At

the Time of Delivery, the Global Note shall be eligible for clearance, settlement and trading in book-entry-only form through

the facilities of DTC.

(k) The

Company shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses on

the New York Business Day next succeeding the date of this Agreement.

(l) The

Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery certificates of officer(s)

of the Company satisfactory to the Representatives to the effect that (i) the representations and warranties in Section 1

hereof are true and correct with the same force and effect as though expressly made at and as of the Time of Delivery, (ii) the

Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to

the Time of Delivery, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings

for that purpose have been instituted or are to their knowledge contemplated or threatened by the Commission, and no event of

default under the Indenture or default with notice and/or lapse of time that would be an event of default in respect of the Notes

has occurred and is continuing, and as to such other matters as the Representatives may reasonably request. Any certificate signed

by any officer of the Company and delivered to the Underwriters or counsel for the Underwriters in connection with the sale of

the Notes contemplated hereby shall be deemed a representation and warranty by the Company to the Underwriters and shall be deemed

to be a part of Section 1 and incorporated therein by reference.

8. (a) The Company agrees to indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities,

joint or several, to which they or any of them may become subject, under the 1933 Act or otherwise, insofar as such losses, claims,

damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement

of a material fact contained in any preliminary prospectus, the Registration Statement, the General Disclosure Package, the Prospectus

or any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the General Disclosure

Package, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein

a material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances

in which they were made, not misleading, and will reimburse each such indemnified party for any legal or other expenses reasonably

incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided,

that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out

of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus,

the Registration Statement, the General Disclosure Package, the Prospectus or any individual Issuer-Represented Limited-Use Free

Writing Prospectus, when considered together with the General Disclosure Package, or any such amendment or supplement in reliance

upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly

for use therein, provided that the Company and the Underwriters hereby acknowledge and agree that the only information that the

Underwriters have furnished to the Company specifically for inclusion in any preliminary prospectus, the Registration Statement,

the General Disclosure Package, the Prospectus or any individual Issuer-Represented Limited-Use Free Writing Prospectus, or any

amendment or supplement thereto, are (i) the discount figure appearing in the Prospectus in the fifth paragraph in the section

entitled “Underwriting” and (ii) the two paragraphs appearing in the Prospectus under the heading “Stabilization”

in the section entitled “Underwriting” relating to stabilization transactions, over-allotment transactions, syndicate

covering transactions and, if applicable, penalty bids in which the Underwriters may engage (collectively, the “Underwriters’

Information”).

(b) Each

Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company against any losses, claims, damages

or liabilities to which the Company may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages

or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement

of a material fact contained in any preliminary prospectus, the Registration Statement, the General Disclosure Package, the Prospectus,

or any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the General Disclosure

Package, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein

a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the

extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made

in such preliminary prospectus, the Registration Statement, the General Disclosure Package, the Prospectus or such individual

Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the General Disclosure Package, or any such

amendment or supplement, in reliance upon and in conformity with the Underwriters’ Information; and will reimburse

the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any

such action or claim as such expenses are incurred.

after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified

party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying

party in writing of the commencement thereof, but the omission so to notify the indemnifying party shall not relieve it from any

liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought

against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall

be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly

notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent

of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified

party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under

such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified

party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without

the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment

with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder

(whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise

or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim

and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any

indemnified party.

(d) If

the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party

under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred

to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result

of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect

the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Notes.

If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified

party failed to give promptly the notice required under subsection (c) above, then each indemnifying party shall contribute to

such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits

but also the relative fault of the Company, on the one hand, and the Underwriters, on the other, in connection with the statements

or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other

relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the

other, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received

by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth

in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things,

whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact

relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative

intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the

Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (d) were determined by

pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable

by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to

above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party

in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d),

no Underwriter shall be required to contribute any amount in excess of the amount which such Underwriter received in underwriting

discounts and commissions pursuant to this Agreement has otherwise been required to pay by reason of such untrue or alleged untrue

statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The

Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting

obligations and not joint.

(e) The

obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have

and shall extend, upon the same terms and conditions, to each person, if any, who controls (within the meaning of the 1933 Act)

any Underwriter, or any of the respective partners, directors, officers and employees of any Underwriter or any such controlling

person; and the several obligations of the Underwriters under this Section 8 shall be in addition to any liability

which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of

the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director

of the Company), each officer of the Company who signs the Registration Statement and to each person, if any, who controls the

Company, within the meaning of the 1933 Act.

9. (a)

If any Underwriter shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder at the

Time of Delivery, the Representatives may in their discretion arrange for it or another party or other parties to purchase such

Notes on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter the Representatives

do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of thirty-six (36) hours

within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Notes on

such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that it has so

arranged for the purchase of such Notes, or the Company notifies the Representatives that it has so arranged for the purchase

of such Notes, the Representatives or the Company shall have the right to postpone the Time of Delivery for a period of not more

than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus,

or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement

or the Prospectus which in the Representatives’ opinion may thereby be made necessary. The term “Underwriter”

as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally

been a party to this Agreement with respect to such Notes.

(b) If,

after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the Representatives

and the Company as provided in subsection (a) above, the aggregate amount of such Notes which remains unpurchased does not exceed

one-tenth of the aggregate amount of all the Notes to be purchased at the Time of Delivery, then the Company shall have the right

to require each non-defaulting Underwriter to purchase the amount of Notes which such Underwriter agreed to purchase hereunder

at the Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on

the amount of Notes which such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters

for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability

for its default.

after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the Representatives

and the Company as provided in Section 9(a) hereof, the aggregate amount of such Notes which remains unpurchased exceeds

one-tenth of the aggregate amount of all the Notes to be purchased at the Time of Delivery, or if the Company shall not exercise

the right described in Section 9(b) hereof to require non-defaulting Underwriters to purchase Notes of a defaulting Underwriter

or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter

or the Company, except for the expenses to be borne by the Company as provided in Section 6 hereof and the indemnity and

contribution and other agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from

liability for its default.

10. The

respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters,

as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full

force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter

or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company,

and shall survive delivery of and payment for the Notes.

11. If

this Agreement is terminated pursuant to Section 9 hereof, the Company shall not then be under any liability to any Underwriter,

except as provided in Sections 6 and 8 hereof; and if this Agreement is terminated for any other reason, the Company

will reimburse the Underwriters through the Representatives for reasonable and documented out-of-pocket expenses as provided in

Section 6 hereof, but the Company shall then be under no further liability to the Underwriters except as provided in Section

8 hereof.

12. The

Company acknowledges and agrees that:

(a) in

connection with the sale of the Notes, the Underwriters have been retained solely to act as underwriters, and no fiduciary, advisory

or agency relationship between the Company, on the one hand, and the Underwriters, on the other hand, has been created in respect

of any of the transactions contemplated by this Agreement;

(b) the

interest rate and price of the Notes set forth in this Agreement was established following discussions and arm’s-length

negotiations between the Company and the Underwriters, and the Company is capable of evaluating and understanding and understands

and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions

which may involve interests that differ from those of the Company and that each Underwriter has no obligation to disclose such

interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d) it

waives, to the fullest extent permitted by law, any claims it may have against any Underwriter for breach of fiduciary duty or

alleged breach of fiduciary duty and agrees that each Underwriter shall have no liability (whether direct or indirect) to the

Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of

the Company, including shareholders, employees, depositors or creditors of the Company.

13. In

all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled

to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.

All

statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent

by mail or e-mail transmission to the Representatives c/o Piper Sandler at 1251 Avenue of the Americas, 6th Floor, New York, NY

10020, Attention: General Counsel, e-mail: LegalCapMarkets@psc.com, and Keefe, Bruyette & Woods, A Stifel Company at

787 Seventh Avenue, Fourth Floor, New York, NY 10019, by e-mail at USCapitalMarkets@kbw.com with a copy to Alston & Bird LLP,

1201 West Peachtree Street, Suite 4900, Atlanta, Georgia 30309, Attention: Mark Kanaly, e-mail: Mark.Kanaly@alston.com; and

if to the Company shall be delivered or sent by mail to the Company at Provident Financial Services, Inc., 239 Washington Street,

Jersey City, New Jersey 07302, Attention: Bennett MacDougall, Executive Vice President, General Counsel and Corporate Secretary,

e-mail: bennett.macdougall@provident.bank, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New

York, New York 10001, Attention: Michael P. Reed, e-mail: michael.reed@skadden.com; provided, that any notice to an Underwriter

pursuant to Section 8(c) hereof shall be delivered or sent by mail or e-mail transmission to such Underwriter at its address

which will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements

shall take effect upon receipt thereof.

14. This

Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided

in Sections 8 and 10 hereof, the officers and directors of the Company and each person who controls the Company

or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire

or have any right under or by virtue of this Agreement. No purchaser of any of the Notes from any Underwriter shall be deemed

a successor or assign by reason merely of such purchase.

15. Time

shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s

office in Washington, D.C. is open for business.

16. This

Agreement shall be governed by and construed in accordance with the laws of the State of New York.

17. This

Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed

to be an original, but all such counterparts shall together constitute one and the same instrument.

18. (a)

In the event that any Underwriter that is a Covered Entity becomes subject to proceeding under a U.S. Special Resolution Regime,

the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective

to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such

interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding

under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are

permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime

if this Agreement were governed by the laws of the United States or a state of the United States.

in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) “Covered Entity” means

any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted

in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution

Regime” means each of (X) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Y) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature

Page Follows]

the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance

hereof by the Representatives, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute

a binding agreement among each of the Underwriters and the Company.

PROVIDENT FINANCIAL SERVICES, INC.

By:

/s/ Bennett MacDougall

Name: Bennett MacDougall

Title: EVP, General Counsel and Corporate

Secretary

[Signature Page to Underwriting Agreement]

The

foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters in New York, New York as of the date first

above written.

As Representatives of the

several Underwriters named in the attached Schedule I hereto

PIPER SANDLER & CO.

By:

/s/ William Hickey

Name: William Hickey

Title: Managing Director

KEEFE, BRUYETTE & WOODS, INC.

By:

/s/ Joseph Moeller

Name: Joseph Moeller

Title: Managing Director

[Signature

Page to Underwriting Agreement]

SCHEDULE

$175,000,000

6.50% Fixed-to-Floating

Rate Subordinated Notes due 2036

Underwriter

Principal Amount

of the Notes

Piper Sandler & Co.

$ 70,000,000.00

Keefe, Bruyette & Woods, Inc.

$ 70,000,000.00

Performance Trust Capital Partners

$ 35,000,000.00

SCHEDULE

Final Term Sheet

$175,000,000

6.50% Fixed-to-Floating Rate

Subordinated Notes due 2036

Term Sheet

Issuer:

Provident

Financial Services, Inc. (the “Company”)

Security:

6.50%

Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”)

Aggregate

Principal Amount:

$175,000,000

Expected

Ratings:

BBB

by Kroll Bond Rating Agency (Stable Outlook)

A rating

reflects only the view of the assigning rating agency, and it is not a recommendation to buy, sell or hold the Notes.

Any rating can be revised upward or downward or withdrawn at any time by the assigning rating agency if such rating agency

decides that circumstances warrant that change. Each rating should be evaluated independently of any other rating.

Trade

Date:

August

20, 2026

Settlement

Date:

August

24, 2026 (T + 2)

Maturity

Date (if not previously redeemed):

September

1, 2036

Coupon:

Fixed

rate period: A fixed rate per annum of 6.50%

Floating

rate period: A floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR) (each

as defined in the prospectus supplement under “Description of Notes — General” in the preliminary prospectus

supplement), plus 239 basis points for each quarterly interest period during the floating rate period; provided,

however, that if the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.

For

each interest period during the floating rate period, “Three-Month Term SOFR” means the rate for Term SOFR

for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any interest period,

as determined by the calculation agent after giving effect to the Three-Month Term SOFR Conventions (each as defined under

“Description of the Notes” in the preliminary prospectus supplement).

If the

calculation agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related

Benchmark Replacement Date (each as defined under “Description of the Notes” in the preliminary prospectus

supplement) have occurred with respect to Three-Month Term SOFR, then the provisions under “Description of the Notes

— Effect of Benchmark Transition Event,” in the preliminary prospectus summary, which are referred to herein

as the “benchmark transition provisions,” will thereafter apply to all determinations of the interest rate

on the Notes for each interest period during the floating rate period. In accordance with the benchmark transition provisions,

after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the

Notes for each interest period during the floating rate period will be an annual rate equal to the Benchmark Replacement

(as defined under Description of the Notes) plus basis points.

The

Company will appoint a calculation agent for the Notes (which may be the Company or an affiliate) prior to the commencement

of the floating rate period. The Company will act as the initial calculation agent.

Interest

Payment Dates:

Fixed

rate period: March 1 and September 1 of each year, commencing on March 1, 2027. The last interest payment date for

the fixed rate period will be September 1, 2031.

Floating

rate period: March 1, June 1, September 1 and December 1 of each year, commencing on December 1, 2031.

Record

Dates:

Interest

on each Note will be payable to the person in whose name such Note is registered on the 15th day (whether or not a Business

Day) immediately preceding the applicable interest payment date.

Day

Count Convention:

Fixed

rate period: 360-day year consisting of twelve 30-day months.

Floating

rate period: 360-day year and the actual number of days elapsed.

Optional

Redemption:

The

Company may, at its option, beginning with the interest payment date of September 1, 2031

and on any interest payment date thereafter, redeem the Notes, in whole at any time

or in part, from time to time, subject to obtaining the prior approval of the Federal Reserve

to the extent such approval is then required under the capital adequacy rules of the Federal

Reserve, at a redemption price equal to 100% of the principal amount of the Notes being redeemed,

plus accrued and unpaid interest to, but excluding, the date of redemption.

Special

Redemption:

The

Company may redeem the Notes, at any time prior to their maturity including prior to September 1, 2031, in whole, but

not in part, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required

under the rules of the Federal Reserve, if (i) a Tax Event (as defined under “Description of the Notes — Redemption”

in the preliminary prospectus supplement), (ii) a subsequent event occurs that, as a result of which, there is more than

an insubstantial risk that the Company would not be entitled to treat the Notes as Tier 2 capital for regulatory capital

purposes, or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940.

In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the Notes plus any

accrued and unpaid interest to but excluding the redemption date.

Denominations:

The

Notes will be offered in book-entry form only through the facilities of The Depository Trust Company in minimum denominations

of $1,000 and integral multiples of $1,000 in excess thereof.

Use

of Proceeds:

The Company intends to use the net proceeds from this offering, after payment of offering expenses, to

repay $150 million aggregate principal amount of outstanding 2.875% Fixed-to-Floating Rate Subordinated Notes due 2031 and

$20 million aggregate principal amount of outstanding variable rate Junior Subordinated Notes due 2033, in each case plus

accrued interest, and for general corporate purposes.

Price

to Public:

100.00%

Ranking:

The

Notes offered under the preliminary prospectus supplement will be issued by the Company under an Indenture between the

Company and Wilmington Trust, National Association, as trustee (the “Trustee”), dated May 13, 2024 (the “Base

Indenture”), as supplemented by a Second Supplemental Indenture between the Company and the Trustee, to be dated

as of the issue date (the “Second Supplemental Indenture”). The Base Indenture, as supplemented by the Second

Supplemental Indenture, shall be referred to herein as the “Indenture.” The Notes will be unsecured, subordinated

obligations of the Company and:

will rank junior in right of payment and upon the Company’s liquidation to any of the

Company’s existing and all future senior indebtedness (as defined under “Description of the Notes — Subordination

of the Notes” ), all as described under “Description of the Notes” in the preliminary prospectus supplement;

will rank equal in right of payment and upon the Company’s liquidation with any of

the Company’s existing and all of the Company’s future indebtedness the terms of which provide that such indebtedness

ranks equally with the Notes;

will rank senior in right of payment and upon the Company’s liquidation to (i) the

Company’s existing junior subordinated debentures underlying outstanding trust preferred securities and (ii) any of the Company’s

future indebtedness the terms of which provide that such indebtedness ranks junior in right of payment to indebtedness such as

the Notes; and

will

be (i) effectively subordinated to the Company’s future secured indebtedness to the extent of the value of the collateral securing

such indebtedness, and (ii) structurally subordinated to the existing and future liabilities of the Company’s subsidiaries, including

without limitation the Bank’s depositors, liabilities to general creditors and liabilities arising in the ordinary course of business

or otherwise.

As of

June 30, 2026, on a consolidated basis, the Company’s outstanding deposits and other liabilities totaled approximately

$22.8 billion, which includes approximately $22.4 billion of liabilities that would rank structurally senior to the Notes.

In addition, as of June 30, 2026, the Company (at the holding company level) had no indebtedness that would rank senior to the

Notes, $375.0 million aggregate principal amount of indebtedness that would rank pari passu to the Notes, and $60.5 million

aggregate principal amount of indebtedness related to existing junior subordinated debentures underlying outstanding trust preferred

securities that would rank junior to the Notes.

The

Indenture will not limit the amount of additional indebtedness the Company or its subsidiaries may incur.

CUSIP/ISIN:

74386TAB1 / US74386TAB17

Book-Running

Managers:

Piper

Sandler & Co.

Keefe,

Bruyette & Woods, Inc.

Co-Manager:

Performance

Trust Capital Partners, LLC

Conflicts

of Interest:

The

Company and Piper Sandler Companies, the parent company of Piper Sandler & Co., an underwriter for this offering, have

two 10% or greater shareholders in common. This is deemed a conflict of interest under FINRA Rule 5121. Accordingly, this

offering is being made in compliance with the requirements of Rule 5121. Pursuant to Rule 5121, Piper Sandler & Co. will

not confirm sales of the Notes to any account over which it exercises discretionary authority without the prior written approval

of the customer.

This Pricing

Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing

Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement

to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Other information (including other

financial information) presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by

the information contained herein. Capitalized terms used in this Pricing Term Sheet but not defined have the meanings given them

in the Preliminary Prospectus Supplement. The Company has filed a registration statement (including a prospectus) and a preliminary

prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication

relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement

and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You

may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company, the

underwriters or any dealer participating in the offering will arrange to send you the prospectus and the related Preliminary Prospectus

Supplement if you request it by emailing Piper Sandler & Co. at fsg-dcm@psc.com, Keefe, Bruyette & Woods, Inc. at USCapitalMarkets@kbw.com

or Performance Trust Capital Partners, LLC at syndicate@performancetrust.com.

Note: We

expect that delivery of the Notes will be made against payment therefor on or about the second business day following the date

of pricing of the Notes (this settlement cycle being referred to as “T + 2”). Under Rule 15c6-1 under the Securities

Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day (“T + 1”),

unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date

of pricing or the next business day will be required, by virtue of the fact that the Notes initially will settle in T + 2, to

specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who

wish to trade their Notes on the date of pricing or the next business day should consult their own advisor.

SCHEDULE

III

Issuer-Represented General Use Free Writing Prospectuses

1. Investor

Presentation, furnished with the Commission on August 20, 2026

2. The

Final Term Sheet for the Notes

ANNEX I

Subsidiaries

Entity

Jurisdiction

Provident

Bank

New

Jersey

Sussex

Capital Trust II (non-consolidated)

Delaware

1st

Constitution Capital Trust II (non-consolidated)

Delaware

Lakeland

Bancorp Capital Trust II (non-consolidated)

Delaware

Lakeland

Bancorp Capital Trust IV (non-consolidated)

Delaware

EX-4.2

Filename: e26361_ex4-2.htm · Sequence: 3

Exhibit 4.2

PROVIDENT

FINANCIAL SERVICES, INC.,

as Issuer and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of August 24, 2026

SUBORDINATED INDENTURE

Dated as of May 13, 2024

6.50% Fixed-to-Floating Rate Subordinated Notes Due 2036

TABLE OF CONTENTS

’

Page

Article

1 DEFINITIONS

Section

1.01

Relation

to Base Indenture

Section

1.02

Definition

of Terms

Article

2 ESTABLISHMENT OF THE 2036 SERIES AND GENERAL TERMS AND CONDITIONS OF THE NOTES

Section

2.01

Establishment

of the Series of the Notes and Designation

Section

2.02

Maturity

Section

2.03

Form,

Payment and Appointment

Section

2.04

Global

Note

Section

2.05

Interest

Section

2.06

Subordination

Section

2.07

Events

of Default; Acceleration

Section

2.08

Sinking Fund

Section

2.09

Conversion or Exchange Rights

Section

2.10

Defeasance

and Covenant Defeasance

Section

2.11

Additional

Amounts

Article

3 REDEMPTION OF THE NOTES

Section

3.01

Optional

Redemption

Section

3.02

Redemption

of Special Events

Section

3.03

Notice

to Trustee

Section

3.04

Partial

Redemption

Section

3.05

Notice

to Holders

Section

3.06

Company

Purchase of Notes

Article

4 FORM OF NOTES

Section

4.01

Form

of Notes

Article

5 SUPPLEMENTAL INDENTURES

Section

5.01

Supplemental

Indentures without Consent of Holders

Article

6 IMMUNITY OF STOCKHOLDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS

Section

6.01

Indenture

and Notes Solely Corporate Obligations

Article

7 MISCELLANEOUS

Section

7.01

Ratification

of Base Indenture

Section

7.02

Trustee

Not Responsible for Recitals

Section

7.03

Governing

Law, Waiver of Jury Trial

Section

7.04

Severability

Section

7.05

Counterparts

Section

7.06

Benefits

of Second Supplemental Indenture

Section

7.07

Conflict

with Base Indenture

Section

7.08

Provisions

of Trust Indenture Act Controlling

Section

7.09

Successors

Exhibit A Form of Note

THIS

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of August 24, 2026, between

PROVIDENT FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”),

and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United

States, as Trustee (in such capacity, the “Trustee”), under the Base Indenture (as hereinafter defined).

RECITALS

WHEREAS,

the Company and the Trustee have heretofore executed and delivered the Subordinated Indenture, dated as of May 13, 2024 (the “Base

Indenture” and, as hereby supplemented and amended, the “Indenture”), providing for the establishment

from time to time of one or more series (each, a “Series”) of securities evidencing indebtedness of the Company

(hereinafter called the “Securities”), and the issuance by the Company from time to time of Securities under

the Indenture;

WHEREAS,

Section 10.01(c) of the Base Indenture provides that the Company and the Trustee may enter into an indenture supplemental

to the Base Indenture to establish a Series of Securities thereunder and the form and terms, provisions and conditions of such

Series of Securities as permitted by Section 2.01 and Section 2.03 of the Base Indenture;

WHEREAS,

pursuant to Section 2.01 of the Base Indenture, the Company desires to establish a new Series of Securities under the Indenture

to be known as its “6.50% Fixed-to-Floating Rate Subordinated Notes Due 2036” (the “2036 Series”)

and to establish and set the form and terms, provisions and conditions of the notes of the 2036 Series (the “Notes”),

as provided in this Second Supplemental Indenture and to provide for the initial issuance of Notes of the 2036 Series in the aggregate

principal amount of $175,000,000; and

WHEREAS,

the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture; and the Company confirms

all requirements necessary to make this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance

with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee in accordance

with this Second Supplemental Indenture, the valid, binding and enforceable obligations of the Company, have been satisfied;

and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.

NOW,

THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article

DEFINITIONS

Section

1.01 Relation to Base Indenture. This Second Supplemental Indenture constitutes an integral part of, and amends and supplements,

the Base Indenture as set forth herein.

Section

1.02 Definition

of Terms. For all purposes of this Second Supplemental Indenture:

(a) Capitalized terms used herein without definition shall have the meanings set forth in the Base Indenture, provided that

if the definition of a capitalized term defined in this Second Supplemental Indenture conflicts with the definition of that capitalized

term in the Base Indenture, the definition of that capitalized term in this Second Supplemental Indenture shall control for purposes

of this Second Supplemental Indenture and the Notes;

(b) a

term defined anywhere in this Second Supplemental Indenture has the same meaning throughout this Second Supplemental Indenture;

singular includes the plural and vice versa;

(d) headings

are for convenience of reference only and do not affect interpretation;

(e) unless

otherwise specified or unless the context requires otherwise, (i) all references in this Second Supplemental Indenture to Sections

refer to the corresponding Sections of this Second Supplemental Indenture and (ii) the terms “herein,” “hereof,”

“hereunder” and any other word of similar import refer to this Second Supplemental Indenture; and

(f) for

purposes of this Second Supplemental Indenture and the Notes, the following terms have the meanings given to them in this Section

1.02(f): “2036 Series” shall have the meaning set forth in the Recitals.

“Authenticating

Agent” means any Person authorized by the Trustee pursuant to Section 7.15 of the Base Indenture to act on behalf of

the Trustee to authenticate the Notes.

“Base

Indenture” shall have the meaning set forth in the Recitals.

“Benchmark”

means, initially, Three-Month Term SOFR; provided that, if the Calculation Agent determines on or prior to the Reference

Time for any Floating Rate Interest Period that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred

with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark

Replacement for such Floating Rate Interest Period and any subsequent Floating Rate Interest Periods.

“Benchmark

Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement

Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as

of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event

and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated

Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the first

alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date:

(1) Compounded

SOFR;

(2) the sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement

for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(3) the

sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(4) the

sum of: (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark

for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current

Benchmark for Dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment.

“Benchmark

Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation

Agent as of the Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative

value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark

Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

and

(3) the

spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due

consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for

the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated floating

rate securities at such time.

“Benchmark

Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative, or

operational changes (including, without limitation, changes to the definition of “Floating Rate Interest Period,”

timing and frequency of determining rates with respect to each Floating Rate Interest Period and making payments of interest,

rounding of amounts or tenors, and other administrative matters) that the Calculation Agent determines may be appropriate to reflect

the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent

determines that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines

that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines

is reasonably necessary).

“Benchmark

Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in

the case of clause (1) of the definition of “Benchmark Transition Event,” the relevant Reference Time in respect of

any determination;

(2) in

the case of clause (2) or (3) of the definition of “Benchmark Transition Event,” the later of the date of the public

statement or publication of information referenced therein and the date on which the administrator of the Benchmark permanently

or indefinitely ceases to provide the Benchmark; or

(3) in

the case of clause (4) of the definition of “Benchmark Transition Event,” the date of the public statement or publication

of information referenced therein.

For

the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,

the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the

Reference Time for such determination.

“Benchmark

Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) if

the Benchmark is Three-Month Term SOFR, the Company determines that the use of a forward-looking rate for a tenor of three months

based on SOFR is not administratively feasible;

(2) a

public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator

has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or

publication, there is no successor administrator that will continue to provide the Benchmark;

(3) a

public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central

bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution

authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution

authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease

to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no

successor administrator that will continue to provide the Benchmark; or

(4) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing

that the Benchmark is no longer representative.

“Business

Day” means any day, other than a Saturday or Sunday, that is neither a federal holiday nor a day on which banking institutions

or trust companies in the City of New York, New York or any Place of Payment are authorized or obligated by law, regulation, or

executive order to close or remain closed; provided that, when used in connection with an amount that bears interest at a

rate based on SOFR or Term SOFR or any direct or indirect calculation or determination of SOFR or Term SOFR, the term “Business

Day” means any such day that is also a U.S. Government Securities Business Day.

“Calculation

Agent” means the Person appointed by the Company prior to the commencement of the Floating Rate Period (which may include

the Company or any of its affiliates) to act in accordance with Section 2.05. The Company shall initially act as the Calculation

Agent.

“Company”

shall have the meaning set forth in the Preamble.

“Compounded

SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for

this rate, and conventions for this rate being established by the Calculation Agent in accordance with:

(1) the

rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for

determining Compounded SOFR; provided that:

(2) if,

and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (1)

above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent

giving due consideration to any industry-accepted market practice for Dollar-denominated floating rate securities at such time.

For

the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment and the spread specified

herein.

“Corresponding

Tenor” means (i) with respect to Term SOFR, three months, and (ii) with respect to a Benchmark Replacement, a tenor

(including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for

the then-current Benchmark.

“DTC”

shall have the meaning set forth in Section 2.03 hereof.

“Federal

Reserve Board” means the Board of Governors of the Federal Reserve System or any successor regulatory authority with

jurisdiction over bank holding companies.

“Fixed-Period

Interest Payment Date” shall have the meaning set forth in Section 2.05(a) hereof.

“Fixed

Rate Period” shall have the meaning set forth in Section 2.05(a) hereof.

“Floating

Period Interest Payment Date” shall have the meaning set forth in Section 2.05(b) hereof.

“Floating

Rate Interest Period” means the period from and including the immediately preceding Floating Period Interest Payment

Date in respect of which interest has been paid or duly provided for, to, but excluding, the applicable Floating Period Interest

Payment Date or Maturity Date or Redemption Date, if applicable (except that the first Floating Rate Interest Period will commence

on September 1, 2031).

“Floating

Rate Period” shall have the meaning set forth in Section 2.05(b) hereof.

“FRBNY’s

Website” means the website of the Federal Reserve Bank of New York (the “FRBNY”) at http://www.newyorkfed.org,

or any successor source.

“Global

Note” shall have the meaning set forth in Section 2.04 hereof. “Indenture” shall have the meaning

set forth in the Recitals.

“Independent

Bank Regulatory Counsel” means a law firm, a member of a law firm or an independent practitioner that is experienced

in matters of federal bank holding company and banking regulatory law, including the laws, rules and guidelines of the Federal

Reserve Board relating to regulatory capital, and shall include any Person who, under the standards of professional conduct then

prevailing and applicable to such counsel, would not have a conflict of interest in representing the Company or the Trustee in

connection with providing the legal opinion contemplated by the definition of the term “Tier 2 Capital Event.”

“Independent

Tax Counsel” means a law firm, a member of a law firm or an independent practitioner that is experienced in matters

of federal income taxation law, including the deductibility of interest payments made with respect to corporate debt instruments,

and shall include any Person who, under the standards of professional conduct then prevailing and applicable to such counsel,

would not have a conflict of interest in representing the Company or the Trustee in connection with providing the legal opinion

contemplated by the definition of the term “Tax Event.”

“Interest

Payment Date” shall have the meaning set forth in Section 2.05(b) hereof.

“Interpolated

Benchmark” with respect to the Benchmark means the rate determined by the Calculation Agent for the Corresponding Tenor

by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that

is shorter than the Corresponding Tenor, and (2) the Benchmark for the shortest period (for which the Benchmark is available)

that is longer than the Corresponding Tenor.

“ISDA”

means the International Swaps and Derivatives Association, Inc. or any successor.

“ISDA

Definitions” means the 2021 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any

successor definitional booklet for interest rate derivatives published from time to time.

“ISDA

Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply

for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event

with respect to the Benchmark for the applicable tenor.

“ISDA

Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective

upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable

ISDA Fallback Adjustment.

“Maturity

Date” shall have the meaning set forth in Section 2.02 hereof. “Notes” shall have the meaning set

forth in the Recitals.

“Optional

Redemption” shall have the meaning set forth in Section 3.01 hereof.

“Paying

Agent” means any Person authorized by the Company, including the Company, to pay the principal of, or any premium or

interest on, the Notes on behalf of the Company.

“Redemption

Date” means each date, if any, on which Notes are redeemed pursuant to the redemption provisions of Section 3.01

or Section 3.02 hereof.

“Reference

Time” with respect to any determination of the Benchmark means (i) if the Benchmark is Three-Month Term SOFR, the date

that is two (2) U.S. Government Securities Business Days prior to the start of the relevant Floating Rate Interest Period, or

such other time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (ii) if

the Benchmark is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark

Replacement Conforming Changes.

“Relevant

Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened

by the Federal Reserve Board and/or the FRBNY or any successor thereto.

“Second

Supplemental Indenture” shall have the meaning set forth in the Preamble.

“Securities”

shall have the meaning set forth in the Recitals.

“Senior

Indebtedness” means the principal of, and premium, if any, and interest, including interest accruing after the commencement

of any bankruptcy proceeding relating to the Company, on, or substantially similar payments the Company makes in respect of the

following categories of debt, whether that debt is outstanding on the date of execution of this Second Supplemental Indenture

or thereafter incurred, created or assumed:

(1) indebtedness evidenced by notes, debentures, or bonds or other securities issued under the provisions of any indenture,

fiscal agency agreement, debenture or note purchase agreement or other agreement, including any senior debt securities that may

be offered, including by means of a base prospectus and one or more prospectus supplements;

(2) indebtedness for money borrowed or represented by purchase-money obligations, as defined below;

(3) indebtedness to general creditors;

(4) obligations as lessee under leases of property whether made as part of a sale and leaseback transaction to which the Company

is a party or otherwise;

(5) indebtedness, obligations and liabilities of others in respect of which the Company is liable contingently or otherwise

to pay or advance money or property or as guarantor, endorser or otherwise or which the Company has agreed to purchase or otherwise

acquire and indebtedness of partnerships and joint ventures that is included in the Company’s consolidated financial statements;

(6) reimbursement

and other obligations relating to letters of credit, bankers’ acceptances and similar obligations;

(7) obligations

under various hedging arrangements and agreements, including interest rate and currency hedging agreements and swap and nonswap

forward agreements;

(8) all

of the Company’s obligations issued or assumed as the deferred purchase price of property or services, but excluding trade

accounts payable and accrued liabilities arising in the ordinary course of business; and

(9) deferrals,

renewals or extensions of any of the indebtedness or obligations described in the clauses above.

However,

“Senior Indebtedness” excludes:

(1) any

indebtedness, obligation or liability referred to in the definition of Senior Indebtedness above as to which, in the instrument

creating, governing or evidencing that indebtedness, obligation or liability, it is expressly provided that such indebtedness,

obligation or liability is not senior in right of payment to, is junior in right of payment to, or ranks equally in right of payment

with, other specified types of indebtedness, obligations and liabilities of the Company, which other specified types of indebtedness,

obligations and liabilities of the Company include the Notes;

(2) any

indebtedness, obligation or liability that is subordinated to other of the Company’s indebtedness, obligations or liabilities

to substantially the same extent as or to a greater extent than the Notes are subordinated;

(3) all

obligations to trade creditors created or assumed by the Company in the ordinary course of business; and

(4) the

Notes and any other securities issued pursuant to the Indenture and the Company’s outstanding junior subordinated debentures

and, unless expressly provided in the terms thereof, any of the Company’s indebtedness to the Company’s subsidiaries.

used above, the term “purchase-money obligations” means indebtedness, obligations evidenced by a note, debenture,

bond or other instrument, whether or not secured by a lien or other security interest, issued to evidence the obligation to pay

or a guarantee of the payment of, and any deferred obligation for the payment of, the purchase price of property but excluding

indebtedness or obligations for which recourse is limited to the property purchased, issued or assumed as all or a part of the

consideration for the acquisition of property or services, whether by purchase, merger, consolidation or otherwise, but does not

include any trade accounts payable.

Notwithstanding

the foregoing, if the Federal Reserve Board (or other competent regulatory agency or authority) promulgates any rule or issues

any interpretation that defines general creditor(s), the main purpose of which is to establish criteria for determining whether

the subordinated debt of a bank holding company is to be included in its capital, then the term “general creditors”

as used in this definition of “Senior Indebtedness” in this Second Supplemental Indenture will have the meaning as

described in that rule or interpretation.

“SOFR”

means the secured overnight financing rate published by the FRBNY, as the administrator of SOFR (or any successor administrator),

on the FRBNY’s Website.

“Tax

Event” shall mean the receipt by the Company of an opinion of Independent Tax Counsel to the effect that:

(1) an

amendment to or change (including any announced prospective amendment or change) in any law, treaty, statute or code, or any regulation

thereunder, of the United States or any of its political subdivisions or taxing authorities;

(2) a

judicial decision, administrative action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice

or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation

(any of the foregoing, an “administrative or judicial action”);

(3) an

amendment to or change in any official position with respect to, or any interpretation of, an administrative or judicial action

or a law or regulation of the United States that differs from the previously generally accepted position or interpretation;

(4) a

threatened challenge asserted in writing in connection with an audit of the Company’s federal income tax returns or positions

or a similar audit of any of its Subsidiaries, or a publicly known threatened challenge asserted in writing against any other

taxpayer that has raised capital through the issuance of securities that are substantially similar to the Notes, in each case,

occurring or becoming publicly known on or after the date of original issuance of the Notes, has resulted in more than an insubstantial

increase in the risk that the interest paid by the Company on the Notes is not, or within 90 days of receipt of such opinion of

tax counsel, will not be, deductible by the Company, in whole or in part, for U.S. federal income tax purposes.

“Term

SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR as published by the Term

SOFR Administrator.

“Term

SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Three-Month

Term SOFR selected by the Calculation Agent in its reasonable discretion).

“Three-Month

Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator

at the Reference Time for any Floating Rate Interest Period, as determined by the Calculation Agent after giving effect to the

Three-Month Term SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be

rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.

“Three-Month

Term SOFR Conventions” means any determination, decision, or election with respect to any technical, administrative,

or operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes

to the definition of “Floating Rate Interest Period,” timing and frequency of determining Three-Month Term SOFR with

respect to each Floating Rate Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative

matters) that the Calculation Agent determines may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark

in a manner substantially consistent with market practice (or, if the Calculation Agent determines that adoption of any portion

of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for the

use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably necessary).

“Tier

2 Capital Event” shall mean the receipt by the Company of an opinion of Independent Bank Regulatory Counsel to the effect

that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws or any regulations

thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company or

(b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment

or change is effective or which pronouncement or decision is announced on or after the date of original issuance of the Notes,

the Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 capital (or its then equivalent

if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Federal Reserve Board

(or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the

Company.

“Trustee”

shall have the meaning set forth in the Preamble.

“U.S.

Dollars” means such currency of the United States as at the time of payment shall be legal tender for the payment of

public and private debts.

“U.S.

Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the

Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for

the entire day for purposes of trading in United States government securities.

“Unadjusted

Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

Article

ESTABLISHMENT OF THE 2036 SERIES

AND GENERAL TERMS AND CONDITIONS OF THE NOTES

Section

2.01 Establishment

of the Series of the Notes and Designation.

(a) There

is hereby authorized and established a Series of Securities designated as the “6.50% Fixed-to-Floating Rate Subordinated

Notes Due 2036,” which Series of Securities is unsecured, subordinated to the Senior Indebtedness of the Company as provided

herein and unlimited in the aggregate principal amount that may be issued. The Notes initially issued pursuant to the terms of

the Indenture shall be in an aggregate principal amount of $175,000,000 which amount shall be set forth in a Company Order pursuant

to Article 2 of the Base Indenture, and the Trustee shall thereupon authenticate and deliver said Notes in accordance with such

Company Order and the Indenture, including Section 2.06 of the Base Indenture. The Securities that are a part of such Series of

Securities shall be in the form and have the terms, provisions and conditions as set forth in the Base Indenture, this Second

Supplemental Indenture and the Notes in the form attached hereto as Exhibit A.

(b) The Company may, from time to time, without notice to, or the consent of, the holders of the Notes, issue additional Securities

ranking equally with the Notes and identical to the Notes issued on the date hereof in all respects (except for the issue date,

the offering price, the initial interest accrual date and the first interest payment date) in order that such additional Securities

may be consolidated and form a single series with the Notes and have the same terms as to status, redemption or otherwise as the

Notes. However, any additional Securities of the series of which the Notes are a part that are issued and are not fungible with

the outstanding Notes of such series for United States federal income tax purposes will be issued under one or more separate CUSIP

numbers and ISIN numbers. No limit exists on the aggregate principal amount of the additional Securities of this series that the

Company may issue in the future.

Section

2.02 Maturity.

The date upon which the Notes shall become due and payable at final maturity, together with any accrued and unpaid interest then

owing, is September 1, 2036 (the “Maturity Date”).

Section

2.03 Form,

Payment and Appointment. Except as provided in Section 2.07(d) of the Base Indenture, the Notes will be issued only in book-entry

form, will be represented by one or more Global Notes (as defined below) registered in the name of or held by The Depository Trust

Company (and any successor organization thereto) (“DTC”) or its nominee. Principal or the redemption price,

if any, of a Note shall be payable to the Person in whose name that Note is registered on the Maturity Date or Redemption Date,

as the case may be, provided that the redemption price, if any, principal of and interest on the Notes represented by one or more

Global Notes (as hereinafter defined) registered in the name of or held by DTC or its nominee will be payable in immediately available

funds to DTC or its nominee, as the case may be, as the registered holder of such Global Notes. The principal of any certificated

Notes will be payable at the Place of Payment set forth below.

The

Notes shall have such other terms as are set forth in the form thereof attached hereto as Exhibit A, which is incorporated

herein and made a part hereof.

The

Security Registrar, Authenticating Agent, and Paying Agent for the Notes shall initially be the Trustee. The Company will appoint

a Person to act as the Calculation Agent as provided under the definition of Calculation Agent and Section 2.05.

The

Place of Payment for the Notes shall be an office or agency of the Company maintained for such purpose, which shall initially

be the Corporate Trust Office of the Trustee.

The

Notes will be issued and may be transferred only in minimum denominations of $1,000 and integral multiples of $1,000 in excess

thereof. The Company will pay principal of and interest on the Notes in U.S. Dollars.

Section

2.04 Global

Note. The Notes shall be issued initially in the form of one or more fully registered global notes (each such global note,

a “Global Note”) registered in the name of DTC or its nominee and deposited with DTC or its designated custodian

or such other Depositary as any Authorized Officer of the Company may from time to time designate. Unless and until a Global Note

is exchanged for definitive certificated Notes, such Global Note may be transferred, in whole but not in part, and any payments

on the Notes shall be made, only to DTC or a nominee of DTC, or to a successor Depositary selected or approved by the Company

or to a nominee of such successor Depositary as provided in the Indenture.

Section

2.05 Interest.

(a) From

and including August 24, 2026 to, but excluding, September 1, 2031 (unless redeemed prior to such date pursuant to Section

3.02 hereof) (the “Fixed Rate Period”), the Notes will bear interest at a rate of 6.50% per year. During

the Fixed Rate Period, interest on the Notes will accrue from and including August 24, 2026, and will be payable semiannually

in arrears on March 1 and September 1 of each year during the Fixed Rate Period, commencing on March 1, 2027 (each such date,

a “Fixed Period Interest Payment Date”). The interest payable on the Notes on any Fixed Period Interest Payment

Date will, except as noted below, be paid to the holder at the close of business on the 15th calendar day (whether or not a Business

Day) immediately preceding the Fixed Period Interest Payment Date.

(b) (b) From and including September 1, 2031, to, but excluding, the Maturity Date (unless redeemed prior to such date pursuant

to Section 3.01 or Section 3.02 hereof) (the “Floating Rate Period”), the Notes will bear interest

at a floating rate per year equal to the Benchmark, plus 239 basis points. During the Floating Rate Period, interest on the Notes

will accrue from and including September 1, 2031 and will be payable quarterly in arrears on March 1, June 1, September 1 and

December 1 of each year, commencing on December 1, 2031 (each such date, a “Floating Period Interest Payment Date”

and, together with a Fixed Period Interest Payment Date, an “Interest Payment Date”). The interest payable

on the Notes on any Floating Period Interest Payment Date will, except as noted in the immediately succeeding sentence, be paid

to the holder at the close of business on the 15th calendar day (whether or not a Business Day) immediately preceding the Floating

Period Interest Payment Date. However, interest that the Company pays on the Maturity Date will be paid to the Person to whom

the principal will be payable.

the foregoing, if the Benchmark is less than zero, then the Benchmark shall be deemed to be zero. The Calculation Agent will provide

the Company and the Trustee with written notice of the interest rate in effect on the Notes promptly after the Reference Time

(or such other date of determination for the applicable Benchmark) for each Floating Rate Interest Period.

(d) During

the Fixed Rate Period, interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. During the

Floating Rate Period, interest will be computed on the basis of a 360-day year and the actual number of days elapsed. Dollar amounts

resulting from those calculations will be rounded to the nearest cent, with one-half cent being rounded upward.

(e) The Company or the Calculation Agent, as applicable, shall calculate the amount of interest payable on any Interest Payment

Date and the Trustee shall have no duty to confirm or verify any such calculation (or any component thereof). If any Fixed Period

Interest Payment Date for the Notes or the date for the payment of principal for the Notes occurring during the Fixed Rate Period

falls on a day that is not a Business Day, the Company will postpone the interest or principal payment to the next succeeding

Business Day, but the payments made on such dates will be treated as being made on the date that the payment was first due and

the holders of the Notes will not be entitled to any further interest, principal or other payments with respect to such postponements.

If any Floating Period Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the Company will

postpone the interest payment or the payment of principal and interest at the Maturity Date to the next succeeding Business Day

(and, with respect to the Maturity Date, no additional interest will accrue on the amount payable for the period from and after

the Maturity Date) unless, with respect to a Floating Period Interest Payment Date only, such day falls in the next calendar month,

in which case the Floating Period Interest Payment Date will instead be the immediately preceding day that is a Business Day,

and interest will accrue to, but excluding, such Floating Period Interest Payment Date as so adjusted.

(f) The

Company shall appoint a Calculation Agent prior to the commencement of the Floating Rate Period, which may be the Company or any

of its affiliates. The Company will act as the initial Calculation Agent. The calculation of the interest rate for any Floating

Rate Interest Period by the Calculation Agent will (in the absence of manifest error) be conclusive and binding upon the beneficial

owners and holders of the Notes, the Company (if the Company is not also the Calculation Agent) and the Trustee. The Calculation

Agent’s determination of any interest rate, and its calculation of interest payments, for any Floating Rate Interest Period,

will be maintained on file at the Calculation Agent’s principal offices, and will be made available to any holder of the

Notes upon request. The Calculation Agent shall have all the rights, protections and indemnities afforded to the Trustee under

the Indenture. The Company may remove the Calculation Agent at any time. If the Calculation Agent is unable or unwilling to act

as Calculation Agent or is removed by the Company, the Company will promptly appoint a replacement Calculation Agent. The Trustee

shall not be under any duty to succeed to, assume or otherwise perform, any duties of the Calculation Agent, or to appoint a successor

or replacement in the event of the Calculation Agent’s resignation or removal or to replace the Calculation Agent in the

event of a default, breach or failure of performance on the part of the Calculation Agent with respect to the Calculation Agent’s

duties and obligations under the Indenture. For the avoidance of doubt, if at any time there is no Calculation Agent appointed

by the Company, then the Company shall be the Calculation Agent. By its acquisition of the Notes, each holder (including, for

the avoidance of doubt, each beneficial owner) acknowledges, accepts, consents to and agrees to be bound by the Company’s

and the Calculation Agent’s determination of the interest rate for each Floating Rate Interest Period, including the Company’s

and its determination of any Benchmark Replacement Conforming Changes, Benchmark Replacement Date, Benchmark Replacement, Benchmark

Replacement Adjustment, and Benchmark Transition Event, including as may occur without any prior notice from the Company or the

Calculation Agent and without the need for the Company or it to obtain any further consent from any holder of the Notes.

(g) Effect

of Benchmark Transition Event.

(1) If

the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on

or prior to the Reference Time in respect of any Floating Rate Interest Period during the Floating Rate Period, then the Benchmark

Replacement will replace the then-current Benchmark for all purposes relating to the Notes during such Floating Rate Interest

Period and all remaining Floating Rate Interest Periods. In connection with the implementation of a Benchmark Replacement, the

Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time.

(2) Notwithstanding

anything set forth in Section 2.05(b) above, if the Calculation Agent determines on or prior to the relevant Reference

Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term

SOFR, then the provisions set forth in this Section 2.05(f) will thereafter apply to all determinations of the Benchmark

used to calculate the interest rate on the Notes for each Floating Rate Interest Period.

(3) The

Calculation Agent is expressly authorized to make certain determinations, decisions, and elections under the terms of the Notes,

including with respect to the use of Three-Month Term SOFR as the Benchmark for the Floating Rate Period and under this Section

2.05(f). Any determination, decision, or election that may be made by the Company or by the Calculation Agent under the terms

of the Notes, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence

of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection (A) will be conclusive

and binding on the holders of the Notes, the Company (if the Company is not also the Calculation Agent) and the Trustee absent

manifest error, (B) if made by the Company as Calculation Agent, will be made in the Company’s sole discretion, (C) if made

by a Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent will

not make any such determination, decision, or election to which the Company reasonably objects and (D) notwithstanding anything

to the contrary in the Indenture, shall become effective without consent from the holders of the Notes or the Trustee or any other

party. If the Calculation Agent fails to make any determination, decision, or election that it is required to make under the terms

of the Notes, then the Company will make such determination, decision, or election on the same basis as described above.

(4) The

Company (or the Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event

or the Benchmark Replacement Date, and (ii) of any Benchmark Replacement, Benchmark Replacement Adjustment or any Benchmark Replacement

Conforming Changes after a Benchmark Transition Event.

(5) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month

Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation,

whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or

an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether

a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above

shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company

or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result

of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of

the Company’s or the Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s

failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or the Calculation

Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions,

a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not

be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of

the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance

of the Calculation Agent. The Trustee shall be entitled to rely conclusively on any determination made, and any instruction, notice,

Officer’s Certificate or other instruction or information provided by the Calculation Agent without independent verification,

investigation or inquiry of any kind.

(6) If

the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term

SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and interest payments

during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation

Agent, then the relevant Three-Month Term SOFR Conventions will apply. Furthermore, if the Calculation Agent determines that a

Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Three-Month Term SOFR

at any time when any of the Notes are outstanding, then the foregoing provisions concerning the calculation of the interest rate

and interest payments during the Floating Rate Period will be modified in accordance with this Section 2.05(f).

Section

2.06 Subordination.

(a) The Company, for itself, its successors and assigns, covenants and agrees, and each holder of Notes by the holder’s

acceptance thereof, likewise covenants and agrees, that the payment of the principal of and interest on each and all of the Notes

is and will be expressly subordinated in right of payment to the prior payment in full of all Senior Indebtedness, subject to

clause (j) of this Section 2.06, to the extent and in the manner described in this Section 2.06 and Section

16.01 of the Base Indenture.

(b) In the event of the insolvency, bankruptcy, receivership, liquidation or other marshalling of the assets and liabilities

of the Company (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights

conferred upon the Senior Indebtedness and the holders thereof with respect to the Notes and the holders thereof by a lawful plan

of reorganization under applicable bankruptcy law):

(i) the

holders of all Senior Indebtedness shall first be entitled to receive payment in full in accordance with the terms of such Senior

Indebtedness of the principal thereof, premium, if any, and the interest due thereon (including interest accruing subsequent to

the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency

or similar law now or hereafter in effect) before the holders of the Notes are entitled to receive any payment upon the principal

of or interest on indebtedness evidenced by the Notes;

(ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,

to which the holders of the Notes would be entitled except for the provisions of Section 16.01 of the Base Indenture and this

Section 2.06, including any such payment or distribution that may be payable or deliverable by reason of the payment of

any other indebtedness of the Company being subordinated to the payment of the Notes, shall be paid by the liquidating trustee

or agent or other Person making such payment or distribution, whether a bankruptcy trustee, a receiver or liquidating trustee

or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees

under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, in accordance

with the priorities then existing among holders of Senior Indebtedness for payment of the aggregate amounts remaining unpaid on

account of the principal, premium, if any, and interest (including interest accruing subsequent to the commencement of any proceeding

for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency or similar law now or hereafter

in effect) on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior

Indebtedness remaining unpaid, after giving effect to any other concurrent payment or distribution to the holders of such Senior

Indebtedness; it being understood that if the holders of the Notes shall fail to file a proper claim in the form required

by any proceeding referred to in this subparagraph (ii) prior to 30 days before the expiration of the time to file such

claim or claims, then the holders of Senior Indebtedness are hereby authorized to file an appropriate claim or claims for and

on behalf of the holders of the Notes, in the form required in any such proceeding; and

(iii) in

the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character,

whether in cash, property or securities, including any such payment or distribution that may be payable or deliverable by reason

of the payment of any other indebtedness of the Company being subordinate to the payment of the Notes shall be received by the

Trustee or holders of the Notes before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over

to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment of assets

of the Company for all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after

giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

Subject

to the payment in full of all Senior Indebtedness, the holders of the Notes shall be subrogated to the rights of the holders of

Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior

Indebtedness until the principal of and interest on the Notes shall be paid in full and no such payments or distributions to holders

of such Senior Indebtedness to which the holders of the Notes would be entitled except for the provisions of Section 16.01 of

the Base Indenture and this Section 2.06, of cash, property or securities otherwise distributable to the holders of Senior

Indebtedness shall, as between the Company, its creditors, other than the holders of Senior Indebtedness, and the holders of the

Notes, be deemed to be a payment by the Company to or on account of the Senior Indebtedness. It is understood that the provisions

of this Section 2.06 are intended solely for the purpose of defining the relative rights of the holders of the Notes, on

the one hand, and the holders of Senior Indebtedness, on the other hand. Upon any payment or distribution of assets of the Company

referred to in this Section 2.06, the Trustee and the holders of the Notes shall be entitled to rely upon any order or

decree of a court of competent jurisdiction in which such proceeding for the insolvency, bankruptcy, receivership, liquidation

or other marshalling of the assets and liabilities of the Company is pending or upon a certificate of the liquidating trustee

or agent or other Person making any distribution to the Trustee or to the holders of the Notes for the purpose of ascertaining

the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the

Company, the amount hereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent

thereto or to this Section 2.06. In the absence of any such liquidating trustee, agent or other Person, the Trustee shall

be entitled to rely upon a written notice by a Person representing itself to be a holder of Senior Indebtedness (or a trustee

or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such a trustee

or representative). With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such

of its covenants and obligations as are specifically set forth in this Section 2.06, and no implied covenants or obligations

with respect to the holders of Senior Indebtedness shall be read into this Section 2.06 against the Trustee. The Trustee,

however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness by reason of the execution of the

Base Indenture, this Second Supplemental Indenture, or any other supplemental indenture entered into pursuant to Section 2.01

or Article 10 of the Base Indenture, and shall not be liable to any such holders if it shall mistakenly pay over or distribute

to or on behalf of holders of the Notes or the Company moneys or assets to which any holders of Senior Indebtedness shall be entitled

by virtue of this Section 2.06.

the event and during the continuation of any default in the payment of principal of, or premium, if any, or interest on, any Senior

Indebtedness, beyond any applicable grace period, or if any event of default with respect to any Senior Indebtedness shall have

occurred and be continuing, or would occur as a result of the payment referred to hereinafter, permitting the holders of such

Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until

such default or event of default shall have been cured or waived or shall have ceased to exist, no payment or principal of or

interest on the Notes, shall be made by the Company.

(d) Nothing

contained in the Base Indenture, this Second Supplemental Indenture, any other supplemental indenture entered into pursuant to

Section 2.01 or Article 10 of the Base Indenture, or in any of the Notes shall: (i) impair, as between the Company, its creditors,

other than the holders of Senior Indebtedness, and holders of the Notes, the obligations of the Company, which are unconditional

and absolute, to make, or prevent the Company from making, at any time except as provided in clauses (b), (c), or (j)

of this Section 2.06, payments of principal of, or interest (including interest accruing subsequent to the commencement

of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency, or similar

law now or hereafter in effect) on, the Notes, as and when the same shall become due and payable in accordance with the terms

of the Notes; (ii) affect the relative rights of the Holders of the Notes and creditors of the Company other than the holders

of the Senior Indebtedness; (iii) except as otherwise expressly provided in the Base Indenture, this Second Supplemental

Indenture and the Notes with respect to the limitation on the rights of the Trustee and the holders of Notes, to accelerate the

maturity of the Notes and pursue remedies upon such an acceleration, prevent the holder of any Notes or the Trustee from exercising

all remedies otherwise permitted by applicable law upon default thereunder, subject to the rights, if any, under this Section

2.06 of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise

of such remedy; or (iv) prevent the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder

to the payment of or on account of the principal of, or interest on, the Notes or prevent the receipt by the Trustee or any Paying

Agent of such moneys, if, prior to the third Business Day prior to such deposit, the Trustee or such Paying Agent did not have

written notice of any event prohibiting the making of such deposit by the Company.

(e) Each

holder by his acceptance of any Notes authorizes and expressly directs the Trustee on such holder’s behalf to take such

action as may be necessary or appropriate to effectuate the subordination provided in the Indenture, and appoints the Trustee

such holder’s attorney-in-fact for such purposes, including, in the event of any termination, winding up, liquidation or

reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon

an assignment for the benefit of creditors by the Company, a marshalling of the assets and liabilities of the Company) tending

toward the liquidation of the property and assets of the Company, the filing of a claim for the unpaid balance of the Notes in

the form required in those proceedings.

The

Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the Company from

making any payment to or by the Trustee in respect of the Notes pursuant to the provisions of this Section 2.06 or Article

16 of the Base Indenture. The Trustee shall not be charged with the knowledge of the existence of any default or event of default

with respect to any Senior Indebtedness or of any other facts that would prohibit the making of any payment to or by the Trustee

unless and until a Responsible Officer of the Trustee shall have received notice in writing at its Corporate Trust Office to that

effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or a trustee or agent thereof; and prior

to the receipt of any such written notice, the Trustee shall, subject to Article 7 of the Base Indenture, be entitled to assume

that no such facts exist; provided that, if the Trustee shall not have received the notice provided for in this Section

2.06 at least two Business Days prior to the date upon which, by the terms of the Indenture, any monies shall become payable

for any purpose (including, without limitation, the payment of the principal of or interest on any Note), then, notwithstanding

anything herein to the contrary, the Trustee shall have full power and authority to receive any monies from the Company and to

apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary that may be

received by it on or after such prior date except for an acceleration of the Notes prior to such application. The foregoing shall

not apply if the Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice

by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or agent of,

such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or agent on behalf

of any such holder. In the event that the Trustee determines in good faith that any evidence is required with respect to the right

of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 2.06

or Article 16 of the Base Indenture, the Trustee may request such Person to furnish evidence to the reasonable satisfaction

of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate

in such payment or distribution and any other facts pertinent to the rights of such Person under this Section 2.06 or Article

16 of the Base Indenture and, if such evidence is not furnished to the Trustee, the Trustee may defer any payment to such Person

pending such evidence being furnished to the Trustee or a judicial determination that such Person has the right to receive such

payment.

(f) Notwithstanding

the provisions of this Section 2.06 or any other provisions of the Indenture, neither the Trustee nor any Paying Agent shall be

charged with knowledge of the existence of any Senior Indebtedness or of any event that would prohibit the making of any payment

or moneys to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent

shall have received written notice thereof from the Company or from the holder of any Senior Indebtedness or from the representative

of any such holder.

(g) The

Trustee shall be entitled to all of the rights set forth in this Section 2.06 in respect of any Senior Indebtedness at

any time held by it in its individual capacity to the extent set forth in Section 7.04 of the Base Indenture.

(h) The

failure to make a payment pursuant to the Notes by reason of any provision in this Section 2.06 shall not be construed

as preventing the occurrence of a default or any Event of Default.

(i) Nothing contained in this Section 2.06 shall apply to the claims of, or payments to, the Trustee under or pursuant

to Section 7.06 of the Base Indenture.

(j) The

subordination provisions in this Section 2.06 or Article 16 of the Base Indenture do not apply to amounts due to the Trustee

pursuant to other sections of the Indenture, including Section 7.06 of the Base Indenture.

Section

2.07 Events

of Default; Acceleration. All of the Events of Default set forth in clauses (a), (b), (c), (d) and (e) of Section 6.01

of the Base Indenture will apply with respect to the Notes. Notwithstanding the foregoing, because the Company will treat the

Notes as Tier 2 capital (or its then equivalent if the Company were subject to such capital requirement) for purposes of capital

adequacy guidelines of the Federal Reserve Board as then in effect and applicable to the Company, upon the occurrence of an Event

of Default, neither the Trustee nor the holders of the Notes may accelerate the maturity of the Notes and make the principal of,

and any accrued and unpaid interest on, the Notes, immediately due and payable; provided, however, upon the occurrence of

an Event of Default set forth in clause (d) or (e) of Section 6.01 of the Base Indenture, the principal amount and accrued and

unpaid interest on the Notes will become immediately due and payable, without the need for any action on the part of the holders

of the Notes or the Trustee. Solely with respect to the Notes, and not for the purposes of any other Securities, clauses (d) and

(e) and the last paragraph of Section 6.01 of the Base Indenture shall be replaced in their entirety with the following:

“(d) a

court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary

case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator,

assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of the property of

the Company, or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect

for a period of 60 consecutive days; or

(e) the

Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,

or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment

of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company

or for any substantial part of the property of the Company, or shall make any general assignment for the benefit of creditors;

then,

if an Event of Default described in clause (d) or (e) shall have occurred and be continuing, the principal amount of all the Notes

shall be due and payable immediately without any declaration or other act on the part of the Trustee or any holder.”

Section

2.08 No

Sinking Fund. The Notes are not entitled to the benefit of any sinking fund.

Section

2.09 No Conversion or Exchange Rights. The Notes shall not be convertible into or exchangeable for any equity securities,

other securities or other assets of the Company or any Subsidiary of the Company.

Section

2.10 Defeasance

and Covenant Defeasance. Article 14 of the Base Indenture shall apply to the Notes.

Section

2.11 Additional

Amounts. Additional Amounts are not payable by the Company with respect to the Notes.

Article

REDEMPTION OF THE NOTES

Section

3.01 Optional

Redemption. The Notes shall not be redeemable prior to September 1, 2031, except as provided in Section 3.02. The Company

may redeem the Notes, at its sole option, beginning with the Interest Payment Date of September 1, 2031 and on any Interest Payment

Date thereafter, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed,

plus accrued and unpaid interest to, but excluding, the Redemption Date, and any such redemption may be subject to the satisfaction

of one or more conditions precedent set forth in the applicable notice of redemption (an “Optional Redemption”).

No such Optional Redemption of the Notes by the Company prior to the Maturity Date shall be made without the prior approval of

the Federal Reserve Board, to the extent that such approval is then required under the rules of the Federal Reserve Board. The

Notes are not subject to repayment at the option of the holders of Notes.

Section

3.02 Redemption

of Special Events. Other than in the case of an Optional Redemption, the Notes may not be redeemed by the Company prior to

the Maturity Date, except the Company may, at its sole option, redeem the Notes at any time before the Maturity Date in whole,

but not in part, upon or after the occurrence of a Tax Event, a Tier 2 Capital Event or if the Company is required to register

as an investment company pursuant to the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.). Any such redemption of the

Notes will be at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid

interest to, but excluding, the Redemption Date, and any such redemption may be subject to the satisfaction of one or more conditions

precedent set forth in the applicable notice of redemption. Notwithstanding the foregoing, installments of interest on any Notes

that are due and payable on Interest Payment Dates falling on or prior to the applicable Redemption Date will be payable on such

Interest Payment Dates to the holders of the Notes at the close of business on the relevant record dates specified in Sections

2.05(a) and (b) above in accordance with the Notes and this Indenture. No such redemption of the Notes by the Company

prior to the Maturity Date shall be made without the prior approval of the Federal Reserve Board, to the extent that such approval

is then required under the rules of the Federal Reserve Board.

Section

3.03 Notice

to Trustee. If the Company elects to redeem the Notes pursuant to the redemption provisions of Section 3.01 or Section

3.02 of this Second Supplemental Indenture, at least three Business Days prior to the date the notice of redemption is deliverable

to the holders (unless a shorter notice shall be agreed to in writing by the Trustee), the Company shall furnish to the Trustee

an Officer’s Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall

occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, (iv) the redemption price and (v) a Board

Resolution authorizing the redemption.

Section

3.04 Partial

Redemption. In the case of a redemption pursuant to Section 3.01, if less than all of the Notes are to be redeemed,

the Notes to be redeemed will be selected in accordance with the applicable procedures of DTC (or, in the case of any certificated

Notes, by lot, on a pro rata basis or in such other manner the Trustee deems fair and appropriate unless otherwise required by

law). The Trustee shall promptly notify in writing the Company of the Notes selected for redemption and, in the case of any Notes

selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in

minimum amounts of $1,000 and integral multiples of $1,000 in excess thereof; no Notes of a principal amount of $1,000 or

less shall be redeemed in part, except that if all of the Notes of a holder are to be redeemed, the entire outstanding amount

of Notes held by such holder, even if not equal to $1,000 and an integral multiple of $1,000 in excess thereof, shall be redeemed.

Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply

to portions of Notes called for redemption.

Section

3.05 Notice to Holders. In the case of any redemption, at least 10 days but no more than 60 days before the Redemption

Date, the Company shall send in accordance with the applicable procedures of the Depositary, or if the Notes are not then global

Securities the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each holder of Notes to

be redeemed at such holder’s registered address appearing on the register (with a copy to the Trustee). The notice shall

identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, if any) and shall state:

(a) the

Redemption Date;

(b) the principal amount of the Notes that are being redeemed;

Place of Payment;

(d) the

redemption price and accrued interest to the Redemption Date that is payable pursuant to Section 3.02 of the Base Indenture;

(e) if

fewer than all outstanding Notes are to be redeemed, the portion of the principal amount of such Notes to be redeemed and that,

after the Redemption Date and upon surrender of such Notes, if applicable, a new Note or Notes in principal amount equal to the

unredeemed portion will be issued;

(f) the name and address of the Paying Agent;

(g) that

Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(h) that

unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and

after the Redemption Date;

(i) if

such notice is conditioned upon the satisfaction of one or more conditions precedent, such conditions precedent;

(j) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(k) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN numbers, if any, listed in such

notice or printed on the Notes.

The

Company may state in the notice of redemption that another Person may make payment of the redemption price and perform its obligations

with respect to redemption or purchase.

the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense;

provided, that the Company shall have delivered to the Trustee, at least three Business Days prior to the requested date of delivery

(or such shorter period as is satisfactory to the Trustee), a Company Request requesting that the Trustee give such notice and

attaching a copy of such notice, which shall set forth the information to be stated in such notice as provided in this Article

3. If any condition precedent to a redemption has not been satisfied, the Company will provide written notice to the Trustee

not less than two Business Days prior to the Redemption Date that such condition precedent has not been satisfied, that the notice

of redemption is rescinded or delayed and that the redemption subject to the satisfaction of such condition precedent shall not

occur or shall be delayed (or that such condition precedent is waived and such redemption shall occur or shall be delayed). The

Trustee shall promptly send a copy of such notice to the holders of the Notes.

Section

3.06 Company

Purchase of Notes. Subject to any required federal or state regulatory approvals, the Company may purchase or otherwise acquire

the Notes, whether by open market purchases, negotiated transactions, private transactions or otherwise, at any time or from time

to time. A Note will not cease to be Outstanding because the Company or an affiliate of the Company holds the Note, and if the

Company purchases or otherwise acquires any Notes, it may, in its discretion, hold, resell or cancel any of such Notes.

Article

FORM OF NOTES

Section

4.01 Form

of Notes. The Notes and the Trustee’s certificate of authentication thereon are to be substantially in the form attached

as Exhibit A hereto, with such changes therein as the officer of the Company executing the Notes (by manual, electronic

or facsimile signature) may approve, such approval to be conclusively evidenced by such officer’s execution thereof. To

the extent the terms and conditions of the Notes are not set forth herein, such terms and conditions of the Notes shall be as

set forth in the form attached as Exhibit A hereto.

Article

SUPPLEMENTAL INDENTURES

Section

5.01 Supplemental

Indentures without Consent of Holders. Solely with respect to the Notes, and not for the purposes of any other series of Securities,

Section 10.01 of the Base Indenture shall be amended to (i) delete the word “and” at the end of clause (o) thereof,

(ii) replace the period at the end of clause (p) thereof with “; and” and (iii) add a new clause (q) immediately

after clause (p), which shall read as follows:

“(q) to

implement in accordance with the terms of this Indenture and any supplemental indenture any Three-Month Term SOFR Conventions

or any Benchmark Transition Event provisions after a Benchmark Transition Event and its related Benchmark Replacement Date have

occurred (or in anticipation thereof).”

Article

IMMUNITY OF STOCKHOLDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS

Section

6.01 Indenture

and Notes Solely Corporate Obligations. Solely with respect to the Notes, and not for the purposes of any other Securities,

Section 13.01 of the Base Indenture shall be replaced in its entirety with the following:

“No

recourse for the payment of the principal of or interest on any Note, for any claim based thereon, or otherwise in respect thereof,

shall be had against any incorporator, shareholder, officer, director, employee or agent, as such, past, present or future, of

the Company or of any successor Person to the Company, it being expressly understood that all such liability is hereby expressly

waived and released as a condition of, and as a consideration for, the execution of this Second Supplemental Indenture and the

issue of the Notes.”

Article

MISCELLANEOUS

Section

7.01 Ratification

of Base Indenture. Solely with respect to the Notes, the Base Indenture, as supplemented and amended by this Second Supplemental

Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Base

Indenture in the manner and to the extent herein and therein provided.

Section

7.02 Trustee

Not Responsible for Recitals. The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication,

shall be taken as statements of the Company and not those of the Trustee, and the Trustee assumes no responsibility for the correctness

thereof. The Trustee makes no representations as to the validity or sufficiency of any offering materials, this Second Supplemental

Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or of the

proceeds thereof.

Section

7.03 Governing

Law, Waiver of Jury Trial. THIS SECOND SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE

LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE

OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF

ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL

RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE BASE INDENTURE, THIS SECOND SUPPLEMENTAL INDENTURE,

THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

The

parties hereby (i) irrevocably submit to the non-exclusive jurisdiction of any federal or state court sitting in the Borough of

Manhattan, the city of New York, (ii) waive any objection to laying of venue in any such action or proceeding in such courts,

and (iii) waive any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, in each,

case, in any legal proceeding arising out of or related to the Base Indenture, this Second Supplemental Indenture, the Notes or

the transactions contemplated hereby or thereby.

Section

7.04 Severability.

In case any provision in this Second Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,

legality and enforceability of the remaining provisions shall not in any way be affected or impaired by such invalid, illegal

or unenforceable provision.

Section

7.05 Counterparts.

This Second Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such

counterparts shall together constitute but one and the same instrument. The exchange of copies of this Second Supplemental Indenture

and of signature pages by facsimile or electronic format (i.e., “.pdf” or “.tif”) transmission shall constitute

effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the

original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic

format (i.e., “.pdf” or “.tif”) will be deemed to be their original signatures for all purposes. Unless

otherwise provided in the Indenture, the words “execute”, “execution”, “signed”, and “signature”

and words of similar import used in or related to any document to be signed in connection with the Indenture, any Securities or

any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed

to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect,

validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable,

to the fullest extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National

Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform

Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation

to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures

approved by such Trustee.

Section

7.06 Benefits

of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture or in the Notes, express or implied, shall

give to any Person, other than the parties to this Second Supplemental Indenture and their successors under this Second Supplemental

Indenture and the holders of the Notes from time to time, any benefit or any legal or equitable right, remedy or claim under this

Second Supplemental Indenture.

Section

7.07 Conflict with Base Indenture. If any provision of this Second Supplemental Indenture relating to the Notes is inconsistent

with any provision of the Base Indenture, such provision of this Second Supplemental Indenture shall control.

Section

7.08 Provisions

of Trust Indenture Act Controlling. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture

Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any

provision of this Second Supplemental Indenture limits, qualifies, or conflicts with a provision of the Trust Indenture Act that

is required under the Trust Indenture Act to be a part of and govern this Second Supplemental Indenture, the provision of the

Trust Indenture Act shall control.

Section

7.09 Successors. All agreements of the Company in the Base Indenture, this Second Supplemental Indenture and the Notes shall bind its

successors. All agreements of the Trustee in the Base Indenture and this Second Supplemental Indenture shall bind its successors.

[REMAINDER OF

PAGE LEFT INTENTIONALLY BLANK.]

WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year

first written above.

PROVIDENT FINANCIAL SERVICES, INC.

By:

/s/ Adriano M. Duarte

Name: Adriano M. Duarte

Title: Executive Vice President and Chief

Financial Officer

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

By:

/s/ Michael H. Wass

Name: Michael H. Wass

Title: Vice President

[Signature

Page to Second Supplemental Indenture]

EXHIBIT

[Note: The following legend is to be placed at the beginning of any Global Note representing Notes.]

GLOBAL NOTE

THIS

SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF

A DEPOSITARY (AS DEFINED HEREIN) OR ITS NOMINEE. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES

REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE

OF SUCH SUCCESSOR AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY

SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE

A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

UNLESS

THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),

TO THE COMPANY (AS DEFINED HEREIN) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED

IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND

ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,

PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE

& CO., HAS AN INTEREST HEREIN.

THIS

SECURITY AND THE OBLIGATIONS OF THE COMPANY EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED

BY ANY FEDERAL AGENCY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION AND (2) ARE SUBORDINATE IN RIGHT

OF PAYMENT TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).

PROVIDENT

FINANCIAL SERVICES, INC.

6.50% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2036

No.

[1]

CUSIP:

74386TAB1

$[ ]

ISIN:

US74386TAB17

Provident

Financial Services, Inc., a Delaware corporation (the “Company”), which term includes any successor corporation

under the Indenture hereinafter referred to, for value received, hereby promises to pay to Cede & Co., or registered assigns,

the principal sum of $175,000,000 U.S. DOLLARS (or such other amount as set forth in the Schedule of Increases or Decreases in

the Global Note attached hereto) on September 1, 2036 (such date, the “Maturity Date”), unless redeemed prior

to such Maturity Date, and to pay interest thereon as set forth below:

From

and including August 24, 2026, to, but excluding, September 1, 2031 (unless redeemed prior to such date pursuant to Section

3.02 of the Second Supplemental Indenture (as defined herein)) (the “Fixed Rate Period”), this note (the

“Note”) will bear interest at a rate of 6.50% per year. During the Fixed Rate Period, interest on the Note

will accrue from and including August 24, 2026, and will be payable semiannually in arrears on March 1 and September 1 of each

year during the Fixed Rate Period, commencing on March 1, 2027 (each such date, a “Fixed Period Interest Payment Date”).

The interest payable on the Note on any Fixed Period Interest Payment Date will, except as noted below, be paid to the holder

of the Note at the close of business on the 15th calendar day (whether or not a Business Day) immediately preceding the Fixed

Period Interest Payment Date.

A-1

From

and including September 1, 2031, to, but excluding, the Maturity Date (unless redeemed prior to such date pursuant to Section

3.01 or Section 3.02 of the Second Supplemental Indenture) (the “Floating Rate Period”), this Note

will bear interest at a floating rate per year equal to the Benchmark, plus 239 basis points. During the Floating Rate Period,

interest on the Note will accrue from and including September 1, 2031 and will be payable quarterly in arrears on March 1, June

1, September 1 and December 1 of each year, commencing on December 1, 2031 (each such date, a “Floating Period Interest

Payment Date” and, together with a Fixed Period Interest Payment Date, an “Interest Payment Date”).

The interest payable on the Note on any Floating Period Interest Payment Date will, except as noted below, be paid to the holder

of the Note at the close of business on the 15th calendar day (whether or not a Business Day) immediately preceding the Floating

Period Interest Payment Date. However, interest that the Company pays on the Maturity Date will be paid to the Person to whom

the principal will be payable. Notwithstanding the foregoing, if the Benchmark is less than zero, then the Benchmark shall be

deemed to be zero.

Principal

and interest on the Note will be payable by wire transfer in immediately available funds in U.S. Dollars at an office or agency

of the Company maintained for such purpose, which shall initially be the Corporate Trust Office of the Trustee.

Reference is hereby made to

the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the

same effect as if set forth at this place.

Unless the certificate of

authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall

not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

(Signature

page follows)

A-2

WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

PROVIDENT FINANCIAL SERVICES, INC.

By:

Name:

Title:

TRUSTEE’S

CERTIFICATE OF AUTHENTICATION

This

is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.

Dated:

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

By:

Name:

Title:

[Signature

Page to Global Note]

A-3

REVERSE

OF NOTE

PROVIDENT FINANCIAL SERVICES, INC.

6.50% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2036

This

Note is one of a duly authorized issue of Securities of the Company of a series designated as the “6.50% Fixed-to-Floating

Rate Subordinated Notes Due 2036” (the “Notes”) initially issued in an aggregate principal amount of

$175,000,000 on August 24, 2026. Such series of Securities has been established pursuant to, and is one of an unsecured indefinite

number of series of subordinated debt securities of the Company issued or issuable under and pursuant to, the Subordinated Indenture

(the “Base Indenture”), dated as of May 13, 2024, between the Company and Wilmington Trust, National Association,

as Trustee (herein called the “Trustee,” which term includes any successor trustee), as supplemented and amended by

the Second Supplemental Indenture, between the Company and the Trustee, dated as of August 24, 2026 (the “Second Supplemental

Indenture” and the Base Indenture as supplemented and amended by the Second Supplemental Indenture, the “Indenture”),

to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights,

limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Persons in whose names Notes are registered

on the Security Register from time to time and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note. The terms, conditions

and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture

Act of 1939, as amended, and those set forth in this Note. To the extent that the terms, conditions and provisions of this Note

modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of the Indenture

shall govern to the extent such terms, conditions and other provisions of this Note are not inconsistent with the terms, conditions

and provisions made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended.

All capitalized

terms used in this Note and not defined herein that are defined in the Base Indenture or the Second Supplemental Indenture shall

have the meanings assigned to them in the Base Indenture or the Second Supplemental Indenture. If any capitalized term used in

this Note and defined herein is also defined in the Base Indenture or the Second Supplemental Indenture, in the event of any conflict

in the meanings ascribed to such capitalized term, the definition of the capitalized term in this Note shall control. To the extent

any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern

and be controlling.

The indebtedness

of the Company evidenced by the Notes, including the principal thereof and interest thereon, is, to the extent and in the manner

set forth in the Second Supplemental Indenture, subordinate and junior in right of payment to obligations of the Company constituting

the Senior Indebtedness (as defined in the Second Supplemental Indenture) on the terms and subject to the terms and conditions

as provided and set forth in Section 2.06 of the Second Supplemental Indenture and shall rank pari passu in right of payment

with all other Notes and with all other unsecured subordinated indebtedness of the Company issued under the Indenture and not

by its terms subordinate and junior in right of payment to the promissory notes, bonds, debentures or other evidences of indebtedness

of a type that includes the Notes. Each holder by his acceptance of this Note, agrees to and shall be bound by such provisions

of the Indenture and authorizes and expressly directs the Trustee on such holder’s behalf to take such actions as may be

necessary or appropriate to effectuate the subordination provided in the Indenture.

During

the Fixed Rate Period, interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. During the

Floating Rate Period, interest will be computed on the basis of a 360-day year and the actual number of days elapsed. Dollar amounts

resulting from those calculations will be rounded to the nearest cent, with one-half cent being rounded upward.

A-4

If any

Fixed Period Interest Payment Date for the Note or the date for the payment of principal for the Note occurring during the Fixed

Rate Period falls on a day that is not a Business Day, the Company will postpone the interest or principal payment to the next

succeeding Business Day, but the payments made on such dates will be treated as being made on the date that the payment was first

due and the holder of the Note will not be entitled to any further interest, principal or other payments with respect to such

postponements. If any Floating Period Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the

Company will postpone the interest payment or the payment of principal and interest at the Maturity Date to the next succeeding

Business Day (and, with respect to the Maturity Date, no additional interest will accrue on the amount payable for the period

from and after the Maturity Date), unless, with respect to a Floating Period Interest Payment Date only, such day falls in the

next calendar month, in which case the Floating Period Interest Payment Date will instead be the immediately preceding day that

is a Business Day, and interest will accrue to, but excluding, such Floating Period Interest Payment Date as so adjusted.

The Notes

are intended to be treated as Tier 2 capital (or its then equivalent if the Company were subject to such capital requirement)

for purposes of capital adequacy guidelines of the Federal Reserve Board as then in effect and applicable to the Company. If an

Event of Default with respect to Notes shall occur and be continuing, the principal and any accrued and unpaid interest on the

Notes shall only become due and payable in accordance with the terms and conditions set forth in Article 6 of the Base Indenture

and Section 2.07 of the Second Supplemental Indenture. Accordingly, the holder of this Note has no right to accelerate the

maturity of this Note in the event the Company fails to pay interest on any of the Notes or fails to perform any other obligations

under the Notes or in the Indenture that are applicable to the Notes.

The Notes

may be redeemed by the Company as set forth in the Indenture.

The Notes

are not entitled to the benefit of any sinking fund. The Notes shall not be convertible into or exchangeable for any equity securities,

other securities or other assets of the Company or any Subsidiary.

Article

14 of the Base Indenture shall be applicable to the Notes.

The Notes

are issuable and may be transferred only in fully registered form without coupons, in minimum denominations of $1,000 and integral

multiples of $1,000 in excess thereof.

The Company

and the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the

owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall

be affected by notice to the contrary.

No reference

herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company,

which is absolute and unconditional, to pay the principal of and interest (if any) on this Security at the times, place and rate,

and in the coin or currency, herein prescribed.

This

Security is a global note, represented by one or more permanent global certificates registered in the name of the nominee of The

Depository Trust Company (each a “Global Note” and collectively, the “Global Notes”). Accordingly,

unless and until it is exchanged in whole or in part for individual certificates evidencing the Notes represented hereby, this

Security may not be transferred except as a whole by The Depository Trust Company (the “Depositary”) to a nominee

of such Depositary or by a nominee of such Depositary or by the Depositary or any nominee to a successor Depositary or any nominee

of such successor. Ownership of beneficial interests in this Security will be shown on, and the transfer of that ownership will

be effected only through, records maintained by the applicable Depositary or its nominee (with respect to interest of Persons

that have accounts with the Depositary (“Participants”) and the records of Participants (with respect to interests

of Persons other than Participants)). Beneficial interests in Notes owned by Persons that hold through Participants will be evidenced

only by, and transfers of such beneficial interests with such Participants will be effected only through, records maintained by

such Participants. Except as provided below, owners of beneficial interests in this Security will not be entitled to have any

individual certificates and will not be considered the owners or holders thereof under the Indenture.

Except

in the limited circumstances set forth in Section 2.07 of the Base Indenture, Participants and owners of beneficial interests

in the Global Notes will not be entitled to receive Securities in definitive form and will not be considered holders of Notes.

None of the Company, the Trustee or the Paying Agent will be liable for any delay by the Depositary, its nominee or any direct

or indirect participant in identifying the beneficial owners of the related Notes. The Company and the Paying Agent may conclusively

rely on, and will be protected in relying on, instructions from the Depositary or its nominee for all purposes, including with

respect to the registration and delivery, and the respective principal amounts, of the Notes to be issued.

A-5

Except

as provided in Section 2.07 of the Base Indenture, beneficial owners of Global Notes will not be entitled to receive physical

delivery of Notes in definitive form and no Global Note will be exchangeable except for another Global Note of like denomination

and tenor to be registered in the name of the Depositary or its nominee. Accordingly, each Person owning a beneficial interest

in a Global Note must rely on the procedures of the Depositary and, if such Person is not a Participant, on the procedures of

the Participant through which such Person owns its interest, to exercise any rights of a holder under the Notes.

The

laws of some jurisdictions may require that purchasers of securities take physical delivery of those securities in definitive

form. Accordingly, the ability to transfer interests in the Notes represented by a Global Note to those Persons may be limited.

In addition, because the Depositary can act only on behalf of its Participants, who in turn act on behalf of Persons who hold

interests through Participants, the ability of a Person having an interest in Notes represented by a Global Note to pledge or

transfer such interest to Persons that do not participate in the Depositary’s system, or otherwise to take actions in respect

of such interest, may be affected by the lack of a physical definitive security in respect of such interest. None of the Company,

the Trustee, the Paying Agent and the Security Registrar will have any responsibility or liability for any aspect of the records

relating to or payments made on account of Notes by the Depositary, or for maintaining, supervising or reviewing any records of

the Depositary relating to the Notes.

Wilmington

Trust, National Association will act as the Company’s Paying Agent with respect to the Notes through its offices presently

located at Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890,

Attention: Provident Financial Services, Inc. Administrator, Telephone: (302) 636-6398. The Company may at any time rescind the

designation of a Paying Agent, appoint a successor Paying Agent, or approve a change in the office through which any Paying Agent

acts.

Customary

abbreviations may be used in the name of a holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=

tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),

and U/G/M/A (= Uniform Gifts to Minors Act).

Pursuant

to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused the CUSIP

number for the Series of Securities of which the Notes are a part to be printed on the Notes as a convenience to the holders of

the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only

on the other identification numbers printed hereon.

THIS

NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY

AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

A-6

ASSIGNMENT

FORM

To assign the within Security,

fill in the form below:

I or we assign and transfer

the within Security to:

(Insert

assignee’s legal name)

(Insert assignee’s social security or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint as

agent to transfer this Security on the books of Provident Financial Services, Inc. The agent may substitute another to act for

it.

Your Signature:

(Sign exactly as your name

appears on the other side of this Security)

Your Name:

Date:

Signature Guarantee: *

* NOTICE: The Signature must

be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities

Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock

Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.

SIGNATURE

GUARANTEE

Signatures must be guaranteed

by an “eligible guarantor institution” meeting the requirements of the Security registrar, which requirements include

membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature

guarantee program” as may be determined by the Security registrar in addition to, or in substitution for, STAMP, all in

accordance with the Securities Exchange Act of 1934, as amended.

A-7

SCHEDULE

OF INCREASES OR DECREASES IN GLOBAL NOTE

The initial

principal amount of this Global Note is $[ ]. The following increases or decreases in the principal amount of this Global Note

have been made:

Date

Amount

of decrease in principal amount of this Global Note

Amount

of increase in principal amount of this Global Note

Principal

amount of this Global Note following such decrease or increase

Signature

of authorized signatory of Trustee or Custodian

EX-5.1

Filename: e26361_ex5-1.htm · Sequence: 4

Exhibit 5.1

August 24, 2026

Provident Financial

Services, Inc.

239 Washington Street

Jersey City, New Jersey

RE:

Provident Financial Services,

Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have

acted as special United States counsel to Provident Financial Services, Inc., a Delaware corporation (the

“Company”), in connection with the public offering of $175,000,000 aggregate principal amount of its 6.50%

Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) to be issued under the Subordinated

Indenture, dated as of May 13, 2024 (the “Base Indenture”), between the Company and Wilmington Trust,

National Association, as trustee (in such capacity, the “Trustee”), as supplemented by the Second

Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the

“Indenture”), dated as of the date hereof between the Company and the Trustee.

This

opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities

Act of 1933 (the “Securities Act”).

In rendering the opinion

stated herein, we have examined and relied upon the following:

(a) the

registration statement on Form S-3ASR (File No. 333-275213) of the Company relating to debt securities and other securities of

the Company filed with the Securities and Exchange Commission (the “Commission”) on October 30, 2023, under

the Securities Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the

Securities Act (the “Rules and Regulations”), including the information deemed to be a part of the registration

statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the

“Registration Statement”);

Provident Financial

Services, Inc.

August 24, 2026

Page 2

(b) the

prospectus, dated October 30, 2023 (the “Base Prospectus”), relating to debt securities and other securities

of the Company, which forms a part of and is included in the Registration Statement;

preliminary prospectus supplement, dated August 20, 2026 (together with the Base Prospectus, the “Preliminary Prospectus”),

relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d) the prospectus supplement, dated August 20, 2026 (the “Prospectus Supplement” and, together with

the Base Prospectus, the “Prospectus”), relating to the offering of the Notes, in the form filed with the Commission

pursuant to Rule 424(b) of the Rules and Regulations;

(e) an executed copy of the Underwriting Agreement, dated August 20, 2026 (the “Underwriting Agreement”),

among Piper Sandler & Co. and Keefe, Bruyette & Woods, Inc. as representatives of the underwriters (the “Underwriters”),

and the Company, relating to the issuance and sale by the Company to the Underwriters of the Notes;

(f) an

executed copy of the Base Indenture;

(g) an

executed copy of the Supplemental Indenture;

(h) the global certificate evidencing the Notes, executed by the Company and registered in the name of Cede & Co. (the

“Note Certificate”), delivered by the Company to the Trustee for authentication and delivery;

(i) an

executed copy of a certificate of Bennett MacDougall, Corporate Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(j) a

copy of the Company’s Certificate of Incorporation, certified by the Secretary of State of the State of Delaware as of August

19, 2026, and certified pursuant to the Secretary’s Certificate as being in effect on the date of the resolutions referred

to below and as of the date hereof;

(k) a copy of the Company’s Amended and Restated Bylaws, as amended, dated December 21, 2011, and certified pursuant

to the Secretary’s Certificate as being in effect on the date of the resolutions referred to below and as of the date hereof;

and

(l) copies of certain resolutions of the Board of Directors of the Company, adopted on October 26, 2023, March 26, 2024 and

August 18, 2026, each as certified pursuant to the Secretary’s Certificate.

Provident Financial

Services, Inc.

August 24, 2026

Page 3

have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company

and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company

and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.

our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency

of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of

all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals

of such copies. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have

relied upon statements and representations of officers and other representatives of the Company and others and of public officials,

including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties

contained in the Underwriting Agreement.

do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii)

the General Corporation Law of the State of Delaware (the “DGCL”) (all of the foregoing being referred to as

“Opined-on Law”).

used herein, “Transaction Documents” means the Underwriting Agreement, the Indenture and the Note Certificate.

Based

upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Note Certificate

has been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under the

DGCL, and when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance

with the terms of the Underwriting Agreement and the Indenture, the Note Certificate will constitute the valid and binding obligation

of the Company, enforceable against the Company in accordance with its terms under the laws of the State of New York.

The opinion stated

herein is subject to the following assumptions and qualifications:

(a) we

do not express any opinion with respect to the effect on the opinion stated herein of any bankruptcy, insolvency, reorganization,

moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally,

and the opinion stated herein is limited by such laws and governmental orders and by general principles of equity (regardless

of whether enforcement is sought in equity or at law);

(b) we

do not express any opinion with respect to any law, rule, regulation or order that is applicable to any party to any of the Transaction

Documents or the transactions contemplated thereby solely because such law, rule, regulation or order is part of a regulatory

regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such

party or such affiliates;

Provident Financial

Services, Inc.

August 24, 2026

Page 4

(c) except to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents

constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance

with its terms;

(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document

relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver

or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws,

rules, regulations or orders, or to the extent any such provision purports to waive or alter, or has the effect of waiving or

altering, any statute of limitations;

(e) we do not express any opinion whether the execution or delivery of any Transaction Document by the Company, or the performance

by the Company of its obligations under any Transaction Document will constitute a violation of, or a default under, any covenant,

restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations

of the Company or any of its subsidiaries;

(f) the

opinion stated herein is limited to the agreements and documents specifically identified in the opinion contained herein (the

“Specified Documents”) without regard to any agreement or other document referenced in any Specified Document

(including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any other

agreement or document relating to any Specified Document that is not a Transaction Document;

(g) subsequent to the effectiveness of the Indenture and immediately prior to the effectiveness of the Supplemental Indenture,

the Indenture has not been amended, restated, supplemented or otherwise modified in any way that affects or relates to the Note

Certificates other than by the applicable Transaction Documents relating to such Notes;

(h) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum

provisions contained in any Transaction Document, the opinion stated herein is subject to the qualification that such enforceability

may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law Sections 5-1401 and 5-1402

and (ii) principles of comity and constitutionality; and

(i) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline

to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution

of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction

of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document.

addition, in rendering the foregoing opinion we have also assumed that, at all applicable times:

Provident Financial

Services, Inc.

August 24, 2026

Page 5

(a) neither

the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder,

including the issuance and sale of the Notes: (i) constituted or will constitute a violation of, or a default under, any lease,

indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make the assumption

set forth in this clause (i) with respect to those agreements or instruments expressed to be governed by the laws of the State

of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the

year ended December 31, 2025), (ii) contravened or will contravene any order or decree of any governmental authority to which

the Company or its property is subject, or (iii) violated or will violate any law, rule or regulation to which the Company or

its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on

Law); and

(b) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its

obligations thereunder, including the issuance and sale of the Notes, required or will require the consent, approval, licensing

or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation

of any jurisdiction.

hereby consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the

Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required

under Section 7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion letter

with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated

by reference into the Registration Statement. This opinion letter is expressed as of the date hereof unless otherwise expressly

stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any

subsequent changes in applicable laws.

Very

truly yours,

/s/ Skadden, Arps, Slate, Meagher &

Flom LLP

MPR

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